10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

——————

FORM 10-Q

——————

(Mark One)

☒    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021

OR

☐    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number: 0-25259

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Bottomline Technologies, Inc.

(Exact name of registrant as specified in its charter)

——————

Delaware		02-0433294
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
325 Corporate Drive		03801-6808
Portsmouth,	New Hampshire
(Address of principal executive offices)		(Zip Code)

(603) 436-0700

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

——————

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:	Trading Symbol(s):	Name of each exchange on which registered:
Common Stock, $.001 par value per share	EPAY	The Nasdaq Global Select Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐    

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No   ☒  

The number of shares outstanding of the registrant’s common stock as of October 31, 2021 was 45,173,486.

Table of Contents

BOTTOMLINE TECHNOLOGIES, INC.
FORM 10-Q
FOR THE FISCAL QUARTER ENDED SEPTEMBER 30, 2021
TABLE OF CONTENTS
PART I		Page
Item 1.	Unaudited Condensed Consolidated Financial Statements	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	29
Item 4.	Controls and Procedures	29
PART II
Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 6.	Exhibits	32
	SIGNATURE	33

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Bottomline Technologies, Inc.
Unaudited Condensed Consolidated Balance Sheets
(in thousands, except per share amounts)
	September 30,		June 30,
	2021		2021
ASSETS
Current assets:
Cash and cash equivalents	117,200		$	133,932
Cash held for customers	7,431		9,836
Marketable securities	8,185		10,216
Accounts receivable net of allowances for doubtful accounts of $988 at September 30, 2021 and $1,304 at June 30, 2021	67,115		72,978
Prepaid expenses and other current assets	37,901		34,653
Total current assets	237,832		261,615
Property and equipment, net	66,293		68,471
Operating lease right-of-use assets, net	28,732		27,570
Goodwill	242,863		246,698
Intangible assets, net	163,758		162,691
Other assets	48,549		48,683
Total assets	$	788,027	$	815,728
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	9,753	$	11,428
Accrued expenses and other current liabilities	54,470		45,925
Customer account liabilities	7,431		9,836
Deferred revenue	75,876		88,679
Total current liabilities	147,530		155,868
Borrowings under credit facility	130,000		130,000
Deferred revenue, non-current	11,459		12,559
Operating lease liabilities, non-current	27,996		26,629
Deferred income taxes	9,702		14,574
Other liabilities	20,601		19,864
Total liabilities	347,288		359,494
Stockholders' equity
Preferred Stock, $.001 par value:
Authorized shares- 4,000; issued and outstanding shares- none	—		—
Common Stock, $.001 par value:
Authorized shares-100,000; issued shares- 49,586 at September 30, 2021 and 49,294 at June 30, 2021; outstanding shares- 43,090 at September 30, 2021 and 43,237 at June 30, 2021	49		49
Additional paid-in-capital	833,563		819,392
Accumulated other comprehensive loss	(21,376)		(16,081)
Treasury stock: 6,496 shares at September 30, 2021 and 6,057 shares at June 30, 2021, at cost	(169,746)		(150,282)
Accumulated deficit	(201,751)		(196,844)
Total stockholders' equity	440,739		456,234
Total liabilities and stockholders' equity	$	788,027	$	815,728

See accompanying notes.

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Bottomline Technologies, Inc.
Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss)
(in thousands, except per share amounts)
	Three Months Ended September 30,
	2021		2020
Revenues:
Subscriptions	$	103,496	$	90,384
Software licenses	927		977
Service and maintenance	18,708		20,564
Other	474		440
Total revenues	123,605		112,365
Cost of revenues:
Subscriptions	42,693		35,218
Software licenses	81		90
Service and maintenance	9,252		10,916
Other	295		309
Total cost of revenues	52,321		46,533
Gross profit	71,284		65,832
Operating expenses:
Sales and marketing	33,814		25,743
Product development and engineering	21,465		18,499
General and administrative	17,749		13,626
Amortization of acquisition-related intangible assets	5,071		5,029
Total operating expenses	78,099		62,897
(Loss) income from operations	(6,815)		2,935
Other expense, net	(897)		(780)
(Loss) income before income taxes	(7,712)		2,155
Income tax benefit (provision)	2,805		(1,764)
Net (loss) income	$	(4,907)	$	391
Basic and diluted net (loss) income per share	$	(0.11)	$	0.01
Shares used in computing net (loss) income per share:
Basic	43,273		42,457
Diluted	43,273		42,771
Other comprehensive income, net of tax:
Unrealized gain (loss) on available for sale securities	1		(25)
Change in fair value on interest rate hedging instruments	416		446
Minimum pension liability adjustments	(142)		(233)
Foreign currency translation adjustments	(5,570)		9,106
Other comprehensive (loss) income, net of tax:	(5,295)		9,294
Comprehensive (loss) income	$	(10,202)	$	9,685

See accompanying notes.

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Bottomline Technologies, Inc.
Unaudited Condensed Consolidated Statements of Stockholders' Equity
(in thousands)
Three Months Ended September 30, 2021
	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Treasury Stock			Accumulated Deficit		Total Stockholders' Equity
	Shares	Amount						Shares	Amount
Balance at June 30, 2021	49,294	$	49	$	819,392	$	(16,081)	6,057	$	(150,282)	$	(196,844)	$	456,234
Issuance of common stock for employee stock purchase plan and upon exercise of stock options	—	—		278		—		(78)	2,035		—		2,313
Vesting of restricted stock awards	292	—		—		—		—	—		—		—
Repurchase of common stock to be held in treasury	—	—		—		—		517	(21,499)		—		(21,499)
Stock compensation plan expense	—	—		13,893		—		—	—		—		13,893
Minimum pension liability adjustments, net of tax	—	—		—		(142)		—	—		—		(142)
Net loss	—	—		—		—		—	—		(4,907)		(4,907)
Unrealized gain on available for sale securities, net of tax	—	—		—		1		—	—		—		1
Change in fair value on interest rate hedging instruments	—	—		—		416		—	—		—		416
Foreign currency translation adjustment	—	—		—		(5,570)		—	—		—		(5,570)
Balance at September 30, 2021	49,586	$	49	$	833,563	$	(21,376)	6,496	$	(169,746)	$	(201,751)	$	440,739

Three Months Ended September 30, 2020
	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Treasury Stock			Accumulated Deficit		Total Stockholders' Equity
	Shares	Amount						Shares	Amount
Balance at June 30, 2020	48,147	$	48	$	764,906	$	(48,675)	5,975	$	(143,333)	$	(180,612)	$	392,334
Issuance of common stock for employee stock purchase plan and upon exercise of stock options	—	—		379		—		(75)	1,789		—		2,168
Vesting of restricted stock awards	247	1		—		—		—	—		—		1
Issuance of common stock in connection with acquisition	166	—		8,183		—		—	—		—		8,183
Stock compensation plan expense	—	—		9,989		—		—	—		—		9,989
Minimum pension liability adjustments, net of tax	—	—		—		(233)		—	—		—		(233)
Net income	—	—		—		—		—	—		391		391
Cumulative effect of adoption of current expected credit loss accounting standard	—	—		—		—		—	—		56		56
Unrealized loss on available for sale securities, net of tax	—	—		—		(25)		—	—		—		(25)
Change in fair value on interest rate hedging instruments	—	—		—		446		—	—		—		446
Foreign currency translation adjustment	—	—		—		9,106		—	—		—		9,106
Balance at September 30, 2020	48,560	$	49	$	783,457	$	(39,381)	5,900	$	(141,544)	$	(180,165)	$	422,416

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Bottomline Technologies, Inc.
Unaudited Condensed Consolidated Statements of Cash Flows
(in thousands)
	Three Months Ended September 30,
	2021		2020
Operating activities:
Net (loss) income	$	(4,907)	$	391
Adjustments to reconcile net loss to net cash provided by operating activities:
Amortization of acquisition-related intangible assets	5,071		5,029
Stock-based compensation plan expense	13,912		9,973
Depreciation and other amortization	9,195		7,699
Deferred income tax benefit	(4,641)		227
Change in provision for allowances on accounts receivable	(146)		89
Amortization of debt issuance costs	103		103
Amortization of premium on investments	30		5
Fair value adjustment on other investments	(83)		—
Gain on other investments	—		(48)
Loss on disposal of equipment	4		15
Gain on foreign exchange	(255)		(53)
Changes in operating assets and liabilities:
Accounts receivable	5,383		2,349
Prepaid expenses and other current assets	(3,501)		(1,971)
Operating lease right-of-use asset, net	(1,225)		303
Other assets	(177)		(1,164)
Accounts payable	(904)		(824)
Accrued expenses	5,700		(1,565)
Operating lease liabilities	1,657		146
Customer account liabilities	(2,189)		563
Deferred revenue	(12,858)		(13,484)
Other liabilities	77		127
Net cash provided by operating activities	10,246		7,910
Investing activities:
Acquisition of businesses and assets, net of cash acquired	(115)		(9,892)
Investment distributions received	81		—
Purchases of other investments	(35)		—
Issuance of note receivable	—		(1,600)
Purchases of available-for-sale securities	(900)		(2,929)
Proceeds from sales of available-for-sale securities	2,900		2,900
Capital expenditures, including capitalization of software costs	(11,717)		(8,628)
Net cash used in investing activities	(9,786)		(20,149)
Financing activities:
Repurchase of common stock	(20,802)		—
Proceeds from exercise of stock options and employee stock purchase plan	2,313		2,168
Net cash (used) provided in financing activities	(18,489)		2,168
Effect of exchange rate changes on cash	(1,108)		3,294
Decrease in cash, cash equivalents and restricted cash	(19,137)		(6,777)
Cash, cash equivalents and restricted cash at beginning of period	143,768		201,136
Cash, cash equivalents and restricted cash at end of period	$	124,631	$	194,359
Cash and cash equivalents at end of period	$	117,200	$	187,215
Cash held for customers at end of period	7,431		7,144
Cash, cash equivalents and restricted cash at end of period	$	124,631	$	194,359
Supplemental disclosures of non-cash investing activities:
Issuance of common stock in connection with acquisition	$	—	$	8,183
Repurchases of common stock not funded in the period	$	697	$	—

See accompanying notes.

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Bottomline Technologies, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

September 30, 2021

Note 1—Basis of Presentation

    The accompanying unaudited condensed consolidated financial statements of Bottomline Technologies, Inc. (referred to below as we, us, our or Bottomline) have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States (GAAP) for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals and adjustments) considered necessary for a fair presentation of the interim financial information have been included. Operating results for the three months ended September 30, 2021 are not necessarily indicative of the results that may be expected for any other interim period or for the fiscal year ending June 30, 2022. For further information, refer to the consolidated financial statements and footnotes included in the Annual Report on Form 10-K as filed with the Securities and Exchange Commission on August 30, 2021.

Note 2—Recent Accounting Pronouncements

Accounting Pronouncements to be Adopted

    Interest Rate Reform: In March 2020, the Financial Accounting Standards Board (FASB) issued an accounting standard update to address financial reporting related to the transition from the London Interbank Offered Rate (LIBOR) to alternative reference rates. The standard provides optional expedients and exceptions to existing guidance for the accounting of contracts and hedging relationship modified as a result of reference rate reform. We may elect to apply the standard prospectively to contracts modified on or before December 31, 2022. We are currently evaluating the impact the adoption of this standard will have on our financial statements.

Note 3—Revenue Recognition

    Remaining Performance Obligations

    The transaction price we allocate to remaining performance obligations that are unsatisfied, or partially unsatisfied, as of September 30, 2021 represents contracted revenue that will be recognized in future periods. Our future performance obligations consist primarily of SaaS / stand-ready performance obligations relating to future periods, contracted but uncompleted professional services obligations and support and maintenance obligations. During the three months ended September 30, 2021 and 2020, the amount of revenue recognized from performance obligations satisfied in prior periods was not significant.

The transaction price allocated to unsatisfied performance obligations was $461 million as of September 30, 2021 of which we expect to recognize approximately $194.2 million over the next twelve months and the remainder thereafter. The timing of the amounts we estimate recognizing in revenue is based primarily on the estimated go-live dates of our hosted arrangements, or the date the customer has been provided access to the solution. These estimated dates can change for a variety of reasons and the timing of our recognition of revenue is affected by these changes. Once the implementation services for our hosted solutions have concluded, we generally anticipate that the amount of revenue that will be recognized after the next twelve months will be recognized in a relatively consistent amount over the following two to five year periods. We exclude from our measure of remaining performance obligations amounts related to future transactional or usage-based fees for which the value of services transferred to the customer will correspond to the amount we will invoice for those services.

    Contract Assets and Liabilities

    The table below presents our contract assets and deferred revenue balances as of September 30, 2021 and June 30, 2021.

	September 30,	June 30,
	2021	2021	$ Change
	(in thousands)
Contract assets	7,329	6,627	702
Deferred revenue	87,335	101,238	(13,903)

    Contract assets arise when we recognize revenue in excess of amounts billed to the customer and the right to payment is contingent on conditions other than simply the passage of time, such as the future completion of a related performance obligation. Contract assets are classified in our consolidated balance sheets as other current assets for those contract assets with recognition periods of one year or less and other assets for contract assets with recognition periods greater than one year. We assess outstanding accounts receivable and contract assets for credit loss on an ongoing basis. In estimating credit losses, we pool accounts with similar risk characteristics. Accounts that do not share the same risk characteristics are assessed for credit loss on an individual basis. The

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allowance for credit losses is based on historical loss data, customer specific information and current market conditions. Historically, our bad debt expense has not been significant.

Deferred revenue consists of billings or customer payments in excess of amounts recognized as revenue. The decrease in deferred revenue at September 30, 2021 as compared to June 30, 2021 reflects our recognition of revenue from maintenance contracts, a significant portion of which are billed on a calendar year basis.

    For the three months ended September 30, 2021 and 2020, we recognized $46.6 million and $40.3 million, respectively, in revenue from amounts that were included in deferred revenue as of June 30, 2021 and 2020, respectively.    

Note 4—Fair Value

Fair Values of Assets and Liabilities

    We measure fair value at the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the assumptions that market participants would use in pricing an asset or liability (the inputs) are based on a tiered fair value hierarchy consisting of three levels, as follows:

Level 1: Observable inputs such as quoted prices for identical assets or liabilities in active markets.

Level 2: Other inputs that are observable directly or indirectly, such as quoted prices for similar instruments in active markets or for similar markets that are not active.

Level 3: Unobservable inputs for which there is little or no market data which require us to develop our own assumptions about how market participants would price the asset or liability.

    Valuation techniques for assets and liabilities include methodologies such as the market approach, the income approach or the cost approach, and may use unobservable inputs such as projections, estimates and management’s interpretation of current market data. These unobservable inputs are only utilized to the extent that observable inputs are not available or cost-effective to obtain.

    At September 30, 2021 and June 30, 2021, our assets and liabilities measured at fair value on a recurring basis were as follows:

	September 30, 2021								June 30, 2021
	Fair Value Measurements Using Input Types								Fair Value Measurements Using Input Types
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
	(in thousands)
Assets
Money market funds (cash and cash equivalents)	$	2,362	$	—	$	—	$	2,362	$	340	$	—	$	—	$	340
Available for sale securities - Debt
Government - U.S. treasury securities	—		8,121		—		8,121		—		10,150		—		10,150
Total available for sale securities	$	—	$	8,121	$	—	$	8,121	$	—	$	10,150	$	—	$	10,150
Other investments (long-term)	—		983		1,051		2,034		—		966		1,014		1,980
Total assets	$	2,362	$	9,104	$	1,051	$	12,517	$	340	$	11,116	$	1,014	$	12,470
Liabilities
Interest rate swap (short-term)	$	—	$	1,522	$	—	$	1,522	$	—	$	1,564	$	—	$	1,564
Interest rate swap (long-term)	$	—	$	1,176	$	—	$	1,176	$	—	$	1,550	$	—	$	1,550
Total liabilities	$	—	$	2,698	$	—	$	2,698	$	—	$	3,114	$	—	$	3,114

Fair Value of Financial Instruments

    We have certain financial instruments which consist of cash and cash equivalents, cash held for customers, marketable securities, accounts receivable, contract assets, equity securities, accounts payable, customer account liabilities, certain derivative instruments, assets related to deposits made to fund future requirements associated with Israeli severance arrangements and debt drawn on our Credit Facility (as defined in Note 11). Fair value information for each of these instruments is as follows:

•    Cash and cash equivalents, cash held for customers, accounts receivable, contract assets, accounts payable and customer account liabilities fair values approximate their carrying values, due to the expected duration of these instruments.

•    Marketable securities classified as held to maturity, all of which mature within one year, are recorded at amortized cost, which at September 30, 2021 and June 30, 2021, approximated fair value.

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•    Marketable debt securities classified as available for sale are recorded at fair value. Unrealized gains and losses are included as a component of accumulated other comprehensive income (loss) in stockholders’ equity, net of tax. We use the specific identification method to determine any realized gains or losses from the sale of our marketable debt securities classified as available for sale. We assess securities with an amortized cost basis in excess of estimated fair value for credit loss. As of September 30, 2021 and June 30, 2021, the unrealized losses associated with available for sale securities were not material. No credit loss has been recorded as we do not intend to sell the investments prior to recovering their amortized costs basis.

•    The fair value of our interest rate swaps are based on the present value of projected cash flows that will occur over the life of the instruments, after considering certain contractual terms and counterparty credit risk.

•     We hold certain other investments accounted for at fair value. The fair value of these investments was $2.0 million at September 30, 2021 and June 30, 2021, respectively. The estimated fair value for approximately $1.1 million of these investments, which are in a private equity fund, are Level 3 measurements as they rely on significant unobservable inputs and, depending on the specific nature of the investment, consider such factors as pricing models that consider a comparative analysis of acquisitions and pricing multiples from market participants as well as discounted cash flow analyses. We also have investments for which there is no readily determinable fair value. The carrying value of these investments was $12.0 million at September 30, 2021 and June 30, 2021, respectively, and are reported as a component of other assets. Investments for which we cannot readily determine fair value are recorded at cost, less impairment (if any), plus or minus adjustments for observable price changes.

•     We have borrowings of $130 million against our Credit Facility. The fair value of these borrowings, which are classified as Level 2, approximates their carrying value at September 30, 2021 as the instrument carries a variable rate of interest which reflects current market rates.

Marketable Securities

    The table below presents information regarding our marketable securities by major security type as of September 30, 2021 and June 30, 2021.

	September 30, 2021						June 30, 2021
	Held to Maturity		Available for Sale		Total		Held to Maturity		Available for Sale		Total
	(in thousands)
Marketable securities:
Government and other debt securities	$	64	$	8,121	$	8,185	$	66	$	10,150	$	10,216
Total marketable securities	$	64	$	8,121	$	8,185	$	66	$	10,150	$	10,216

    The following table summarizes the estimated fair value of our investments in available for sale marketable securities classified by the contractual maturity date of the securities:

	September 30, 2021
	(in thousands)
Due within 1 year	$	8,121
Due in 1 year through 5 years	—
Total	$	8,121

    All of our available for sale marketable securities are classified as current assets.

    The following table presents the aggregate fair values and gross unrealized losses for those available for sale investments that were in an unrealized loss position as of September 30, 2021 and June 30, 2021, respectively, aggregated by investment category and the length of time that individual securities have been in a continuous loss position:

	At September 30, 2021				At June 30, 2021
	Less than 12 Months
	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
	(in thousands)
Government - U.S. treasury securities	$	5,110	$	(3)	$	5,930	$	(1)
Total	$	5,110	$	(3)	$	5,930	$	(1)

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Note 5—Business and Asset Acquisitions

Prior Year Acquisitions

TreasuryXpress

On January 2021 we acquired French-headquartered TreasuryXpress Holding SAS (TX) for a total purchase price of $31.9 million in cash. Additionally, we issued 66,403 shares of our common stock to certain selling stockholders of TX with vesting conditions tied to continued employment with us. These shares are compensatory and we will record share-based payment expense over their vesting period of five years.

The allocation of the purchase price remains preliminary, as we are still obtaining fair value estimates for the intangible assets acquired. As of September 30, 2021, we have recorded $20.3 million of goodwill. The goodwill is not deductible for tax purposes and arose principally due to the anticipated future benefits arising from the acquisition. Identifiable intangible assets of $17.3 million consisting of acquired technology, customer related assets and a trade name are being amortized over a weighted average estimated useful life of 10 years.

Our acquisition of TX, a leading provider of cloud-based treasury management solutions for corporations and banks around the world, extended our geographic presence in France, the United States and the Middle-East. The operating results of TX are an immaterial component of our Payment Platforms operating segment. TX operating results did not have a material impact on our revenue or net loss and acquisition related costs of approximately $1.7 million were recorded as a component of general and administrative expenses.

AnaSys AG

In July 2020 we acquired Switzerland-based AnaSys AG (AnaSys) for a total purchase price of $13.9 million. The purchase price consisted of a cash payment of 5.2 million Swiss Francs (approximately $5.7 million based on the foreign exchange rate in effect at the acquisition date) and 166,393 shares of our common stock valued at $8.2 million on the closing date of the transaction. Additionally, we issued 28,000 shares of our common stock to certain selling stockholders of AnaSys with vesting conditions tied to continued employment with us. These shares are compensatory and we are recording share-based payment expense over their vesting period of five years.

In allocation of the purchase price, we recorded $10.7 million of goodwill, $6.3 million of identifiable intangible assets and a $2.8 million post retirement liability. The goodwill is not deductible for income tax purposes and arose principally due to the anticipated future benefits arising from the acquisition. Identifiable intangible assets, consisting of customer and technology related assets, are being amortized over a weighted average estimated useful life of 13 years.

Our acquisition of AnaSys, a provider of financial messaging solutions, extended our geographic presence in Switzerland and Germany and expanded our customer base. The operating results of AnaSys are a component of our Banking Solutions segment. AnaSys operating results did not have a material impact on our revenue or net loss and acquisition related costs of approximately $0.3 million were recorded as a component of general and administrative expenses.

FMR Systems, Inc.

In July 2020, we acquired customer assets and intellectual property from FMR Systems, Inc (FMR), a small corporate and commercial onboarding software provider, for an up-front cash payment of $2.0 million and deferred cash payments of $0.3 million. We will leverage FMR's technology to build a next generation commercial onboarding product.

In the allocation of the purchase price we recorded $1.0 million of goodwill. The goodwill is deductible for income tax purposes and arose principally due to the anticipated future benefits arising from the acquisition. Identifiable intangible assets of $1.7 million, consisting primarily of technology related assets, are being amortized over a weighted average estimated useful life of 9 years. FMR's operating results are included in our Banking Solutions segment from the acquisition date forward and all goodwill was allocated to this segment. FMR's operating results did not have a material impact on our revenue or net loss and acquisition related costs were not material.

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Note 6—Net (Loss) Income Per Share

    The following table sets forth the computation of basic and diluted net loss per share:

	Three Months Ended September 30,
	2021		2020
	(in thousands, except per share amounts)
Numerator - basic and diluted:
Net (loss) income	$	(4,907)	$	391
Denominator:
Shares used in computing basic (loss) income per share attributable to common stockholders	43,273		42,457
Impact of dilutive securities	—		314
Shares used in computing diluted net (loss) income per share attributable to common stockholders	43,273		42,771
Basic and diluted net (loss) income per share attributable to common stockholders	$	(0.11)	$	0.01

For the three months ended September 30, 2021, approximately 2.6 million shares of unvested restricted stock and shares underlying stock options were excluded from the calculation of diluted earnings per share as their effect on the calculation would have been anti-dilutive.

Note 7—Operations by Segments and Geographic Areas

Segment Information

    Operating segments are the components of our business for which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Our chief operating decision maker is our chief executive officer. Our operating segments are generally organized by the type of product or service offered and by geography.

During the quarter ended September 30, 2021 we realigned our internal financial reporting to provide for more specific visibility into key product lines, which resulted in a change to our externally reportable segments. Specifically, our prior Cloud Solutions segment was renamed Payment Platforms and includes the revenue and operating results of our Paymode-X and PTX payment platforms. Our Legal Spend Management Solutions have been presented as a stand-alone operating segment, having previously been a component of our Cloud Solutions segment. Finally, our Financial Messaging solutions, previously a component of our Cloud Solutions segment, has been included as a component of our Banking Solutions segment. Our prior Payments and Documents segment has been renamed to Traditional Solutions, with no change to the composition of the revenue and operating activity included in this segment. These changes are reflected for all financial periods presented.

    Similar operating segments have been aggregated into the following five reportable segments:

Payment Platforms. Our Payment Platforms segment includes our Paymode-X and PTX solutions, our largest and fastest growing payment platforms. These solutions are SaaS technology offerings through which businesses can streamline the invoice-to-pay process, automate workflows accelerate approvals and enhance efficiency and security. Each solution supports a variety of payment options including virtual card, ACH, check, wire and others. These solutions are highly scalable, easy to implement, secure and cost effective. Revenue within this segment is generally recognized on a subscription or transaction basis.

Banking Solutions. Our Banking Solutions segment provides solutions that are specifically designed for banking and financial institution customers. Our Banking Solutions products are sold predominantly on a hosted basis, with revenue recognized on a subscription or transaction basis.

Legal Spend Management. Our legal spend management solutions enable customers to create more efficient processes for managing invoices generated by outside law firms while offering insight into important legal spend factors such as expense monitoring and outside counsel performance. Revenue within this segment is generally recognized on a subscription or transaction basis.

Traditional Solutions. Our Traditional Solutions segment supplies financial business process management software solutions, including making and collecting payments, sending and receiving invoices, and generating and storing business documents. When licensed for on-premise deployment, software license revenue is typically recorded upon delivery of the software and commencement of the license term. If the solution is hosted by us, we typically record revenue over time. Professional services revenue is normally recorded as we perform the work and software support and maintenance revenue is recorded ratably over the support period.

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Other. Our Other segment consists of our fraud and financial crime solutions and our healthcare solutions. The Other segment loss reported below is attributable to the operating results of our fraud and financial crime solutions, which reflects the revenue contribution from a legacy sales channel we acquired and the burden of certain other centralized costs; however, our fraud solutions are sold by several of our operating segments. Our healthcare solutions focus on eliminating paper intensive processes and providing electronic signature and mobile document capabilities to allow healthcare organizations to improve efficiency and reduce costs. Software revenue for perpetual licenses of our fraud and financial crime and healthcare products is typically recorded upon delivery of the software and commencement of the license term. Professional services revenue is recorded as we perform the work and software support and maintenance revenue is recorded ratably over the support period which is normally twelve months.

    Periodically, a sales person in one operating segment will sell products and services that are typically sold within a different operating segment. In such cases, the transaction is generally recorded by the operating segment to which the sales person is assigned. Accordingly, segment results can include the results of transactions that have been allocated to a specific segment based on the contributing sales resources, rather than the nature of the product or service. Conversely, a transaction can be recorded by the operating segment primarily responsible for delivery to the customer, even if the sales person is assigned to a different operating segment.

    Our chief operating decision maker assesses segment performance based on a variety of factors that normally include segment revenue and a segment measure of profit or loss. Each segment’s measure of profit or loss is on a pre-tax basis and excludes certain items as presented in our reconciliation of the measure of total segment profit to GAAP income (loss) before income taxes that follows. There are no inter-segment sales; accordingly, the measure of segment revenue and profit or loss reflects only revenues from external customers. The costs of certain corporate level expenses, primarily general and administrative expenses, are allocated to our operating segments based on a percentage of the segment’s revenues.

    We do not track or assign our assets by operating segment.

    Segment information for the three months ended September 30, 2021 and 2020 according to the segment descriptions above, is as follows:

	Three Months Ended September 30,
	2021		2020
	(in thousands)
Segment revenue:
Payment Platforms	$	33,807	$	25,367
Banking Solutions	47,681		45,229
Legal Spend Management	22,063		20,550
Traditional Solutions	16,192		17,396
Other	3,862		3,823
Total segment revenue	$	123,605	$	112,365
Segment measure of profit (loss):
Payment Platforms	$	5,824	$	5,755
Banking Solutions	3,753		7,212
Legal Spend Management	5,208		4,586
Traditional Solutions	3,114		4,100
Other	(3,976)		(3,107)
Total measure of segment profit	$	13,923	$	18,546

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    A reconciliation of the total measure of segment profit to our GAAP (loss) income before income taxes is as follows:

	Three Months Ended September 30,
	2021		2020
	(in thousands)
Total measure of segment profit	$	13,923	$	18,546
Less:
Amortization of acquisition-related intangible assets	(5,071)		(5,029)
Stock-based compensation plan expense	(13,912)		(9,973)
Acquisition and integration-related expenses	(201)		(245)
Restructuring expense	(386)		(70)
Other non-core expense	(110)		(48)
Shareholder engagement fees	(947)		—
Other expense, net of pension adjustments	(1,008)		(1,026)
(Loss) income before income taxes	$	(7,712)	$	2,155

    The following depreciation and other amortization expense amounts are included in the measure of segment profit:

	Three Months Ended September 30,
	2021		2020
	(in thousands)
Depreciation and other amortization expense:
Payment Platforms	$	2,831	$	2,387
Banking Solutions	3,935		3,164
Legal Spend Management	1,681		1,602
Traditional Solutions	362		270
Other	386		276
Total depreciation and other amortization expense	$	9,195	$	7,699

Disaggregation of Revenue

    The tables below present our subscriptions revenue and total revenue disaggregated by major product classification for the three months ended September 30, 2021 and 2020.

	Three Months Ended September 30, 2021
	Subscription		Software		Professional Services, Maintenance and Other		Total
	(in thousands)
Payment Platforms	$	33,504	$	—	$	303	$	33,807
Banking Solutions	40,935		77		6,669		47,681
Legal Spend Management	22,060		—		3		22,063
Traditional Solutions	6,026		439		9,727		16,192
Other	971		411		2,480		3,862
Total revenues	$	103,496	$	927	$	19,182	$	123,605

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	Three Months Ended September 30, 2020
	Subscription		Software		Professional Services, Maintenance and Other		Total
	(in thousands)
Payment Platforms	$	25,280	$	—	$	87	$	25,367
Banking Solutions	37,953		104		7,172		45,229
Legal Spend Management	20,550		—		—		20,550
Traditional Solutions	5,681		748		10,967		17,396
Other	920		125		2,778		3,823
Total revenues	$	90,384	$	977	$	21,004	$	112,365

For the quarter ended September 30, 2021 we derived 84% of our revenue from subscription-based arrangements. The majority of our non-subscription revenue is derived from software support and maintenance fees and from professional services, with the largest concentration of this revenue being derived from our legacy business payments and documents products in our Traditional Solutions segment.

    Geographic Information

    We have presented geographic information about our revenues below. This presentation allocates revenue based on the point of sale, not the location of the customer. Accordingly, we derive revenues from geographic locations based on the location of the customer that would vary from the geographic areas listed here.

	Three Months Ended September 30,
	2021		2020
	(in thousands)
Revenues from unaffiliated customers:
United States	$	74,994	$	68,981
United Kingdom	30,630		27,694
Switzerland	12,395		10,867
Other	5,586		4,823
Total revenues from unaffiliated customers	$	123,605	$	112,365

    Long-lived assets based on geographical location, excluding deferred tax assets and intangible assets, were as follows:

	At September 30,		At June 30,
	2021		2021
	(in thousands)
Long-lived assets:
United States	$	80,913	$	82,816
United Kingdom	42,756		44,455
Other	19,905		17,453
Total long-lived assets	$	143,574	$	144,724

Note 8—Income Taxes

    The income tax expense we record in any interim period is based on our estimated effective tax rate for the fiscal year for those tax jurisdictions in which we can reliably estimate that rate. The calculation of our estimated effective tax rate requires an estimate of pre-tax income by tax jurisdiction as well as total tax expense for the fiscal year. Accordingly, our annual estimated effective tax rate is subject to adjustment if there are changes to our initial estimates of total tax expense or pre-tax income, including the mix of income by jurisdiction. For those tax jurisdictions for which we are unable to reliably estimate an overall effective tax rate, we calculate income tax expense based upon the actual effective tax rate for the year-to-date period.

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Provision for Income Taxes

    We recorded income tax benefit of $2.8 million and income tax expense of $1.8 million for the three months ended September 30, 2021 and 2020, respectively. In the three months ended September 30, 2021, income tax benefit was primarily attributable to our U.S. operations, partially offset by tax expense attributable to our United Kingdom (UK) and Switzerland operations. In the three months ended September 30, 2020, the income tax expense was attributable to our U.S., UK and Switzerland operations and a discrete tax expense of $0.7 million as a result of tax legislation enacted in the UK that increased the UK statutory tax rate from 17 percent to 19 percent.

    We currently anticipate that our unrecognized tax benefits will decrease within the next twelve months by approximately $0.9 million as a result of the expiration of certain statutes of limitations associated with intercompany transactions subject to tax in multiple jurisdictions.

    We record a deferred tax asset if we believe that it is more likely than not that we will realize a future tax benefit. Ultimate realization of any deferred tax asset is dependent on our ability to generate sufficient future taxable income in the appropriate tax jurisdiction before the expiration of carryforward periods, if any. Our assessment of deferred tax asset recoverability considers many different factors including historical and projected operating results, the reversal of existing deferred tax liabilities that provide a source of future taxable income, the impact of current tax planning strategies and the availability of future tax planning strategies. We establish a valuation allowance against any deferred tax asset for which we are unable to conclude that recoverability is more likely than not.

    At September 30, 2021, we had a total valuation allowance of $42.2 million against our deferred tax assets given the uncertainty of recoverability of these amounts.

Note 9—Goodwill and Other Intangible Assets

    Acquired intangible assets are initially recorded at fair value and tested periodically for impairment. Goodwill represents the excess of the purchase price over the fair value of identifiable tangible and intangible assets acquired and liabilities assumed in a business combination and is tested at least annually for impairment. We perform an impairment test of goodwill during the fourth quarter of each fiscal year or sooner, if indicators of potential impairment arise.

    At September 30, 2021, the carrying value of goodwill for all of our reporting units was $242.9 million.

    The following tables set forth the information for intangible assets subject to amortization and for intangible assets not subject to amortization.

	As of September 30, 2021
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Value		Weighted Average Remaining Life
	(in thousands)						(in years)
Amortized intangible assets:
Customer related	$	232,435	$	(176,930)	$	55,505	7.0
Core technology	154,682		(108,336)		46,346		7.3
Other intangible assets	23,241		(21,025)		2,216		4.5
Capitalized software development costs	29,760		(20,133)		9,627		2.7
Software (1)	111,651		(61,587)		50,064		3.7
Total	$	551,769	$	(388,011)	$	163,758
Unamortized intangible assets:
Goodwill					242,863
Total intangible assets					$	406,621

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	As of June 30, 2021
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Value		Weighted Average Remaining Life
	(in thousands)						(in years)
Amortized intangible assets:
Customer related	$	235,366	$	(175,841)	$	59,525	7.2
Core technology	154,254		(107,008)		47,246		7.5
Other intangible assets	23,504		(20,984)		2,520		4.8
Capitalized software development costs	29,217		(18,843)		10,374		2.6
Software (1)	101,898		(58,872)		43,026		4.0
Total	$	544,239	$	(381,548)	$	162,691
Unamortized intangible assets:
Goodwill					246,698
Total intangible assets					$	409,389

——————

(1)Software includes purchased software and software developed for internal use.

    Estimated amortization expense for the remainder of fiscal year 2022 and subsequent fiscal years for acquired intangible assets, capitalized software development costs and software, in each case that have been placed in service as of September 30, 2021, is as follows:

	Acquired Intangible Assets		Capitalized Software Development Costs		Software
	(in thousands)
Remaining 2022	$	14,907	$	3,912	$	12,106
2023	18,821		2,371		11,505
2024	16,976		1,616		9,397
2025	14,510		943		6,168
2026	13,566		360		2,917
2027 and thereafter	25,287		8		601

    Each period, for capitalized software development costs, we evaluate whether amortization expense using a ratio of revenue in the period to total expected revenue over the product’s expected useful life would result in greater amortization than as calculated under a straight-line methodology and, if that were to occur, amortization in that period would be accelerated accordingly.

    The following table represents a roll forward of our goodwill balances, by reportable segment:

	Payment Platforms		Banking Solutions		Legal Spend Management		Traditional Solutions		Other (1)		Total
	(in thousands)
Balance at June 30, 2021	$	151,765	$	40,534	$	—	$	46,205	$	8,194	$	246,698
Goodwill reclassified as a result of segment reorganization	(88,767)		61,310		27,457						—
Measurement period adjustment	(868)		—		—		—		—		(868)
Goodwill acquired during the period	—		—		—		—		—		—
Impact of foreign currency translation	(1,514)				—		(1,453)		—		(2,967)
Balance at September 30, 2021	$	60,616	$	101,844	$	27,457	$	44,752	$	8,194	$	242,863

——————

(1)Other goodwill balance is net of $7.5 million accumulated impairment losses, previously recorded.

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Note 10—Commitments and Contingencies

Leases

We determine if any arrangement is, or contains, a lease at its inception based on whether or not we have the right to control the asset during the contract period. We are a lessee in any lease contract when we obtain the right to control the asset.

We determine the lease term by assuming the exercise of options that are reasonably certain. Leases with a lease term of 12 months or less at inception are not reflected in our balance sheet and those lease costs are expensed on a straight-line basis over the respective term. Leases with a term greater than 12 months are reflected as non-current right-of-use (ROU) assets and current and non-current lease liabilities in our consolidated balance sheets. Current lease liabilities are classified as a component of accrued expenses and other current liabilities.

As the implicit interest rate in our leases is generally not known, we use our incremental borrowing rate as the discount rate for purposes of determining the present value of our lease liabilities. Our determination of the incremental borrowing rate takes into consideration the expected term of the lease, the effect of the currency in which the lease is denominated and the rate of interest we would expect to incur on a collateralized debt instrument. At September 30, 2021, our weighted average discount rate utilized for our leases was 6.0%

When our contracts contain lease and non-lease elements, we account for both as a single lease component.

We lease office space in cities worldwide under facility leases that expire at various dates. We are typically required to pay certain incremental operating costs above the base rent for our facility leases. Our leases may include periodic payment adjustments based on changes in applicable price indexes. To the extent the adjustment is considered a fixed payment it is included in the measurement of the ROU asset and lease liability, otherwise it is recognized in the period incurred. We also have a variety of data center locations and, to a lesser extent, vehicle and equipment leases. Our facility leases represent the substantial majority of our operating leases and often include renewal options that we can exercise unilaterally. At September 30, 2021, renewal options ranged from 3 months to 10 years.

At September 30, 2021, our operating leases had a weighted average remaining lease term of 8.4 years and we had no material finance leases.

Additional information of our lease activity, as of and for the three months ended September 30, 2021 is as follows:

	Three Months Ended September 30,
Operating leases:	2021
	(in thousands)
Operating lease cost	$	1,844
Short-term lease cost	98
Variable lease cost	505
Sublease income	(63)
Total lease cost	$	2,384

	September 30, 2021
	(in thousands)
Right-of-use assets, net	$	28,732
Operating lease liabilities, current (1)	6,247
Operating lease liabilities, non-current	27,996
Total operating lease liabilities	$	34,243

——————

(1)    Included as a component of accrued expenses and other current liabilities.

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	Three Months Ended September 30,
	2021
	(in thousands)
Cash paid for amounts included in the measurement of lease liabilities	$	1,942
Right-of-use assets obtained in exchange for lease obligations	$	3,065

The increase in our ROU assets and lease liabilities during the three months ended September 30, 2021 is primarily due to a new facility lease in India.

Remaining maturities of lease liabilities at September 30, 2021 were as follows:

For the year ending June 30,	Operating Leases
	(in thousands)
2022	$	6,203
2023	6,903
2024	4,440
2025	4,029
2026	4,057
Thereafter	19,261
Total lease payments	44,893
Less imputed interest	(10,650)
Total lease liabilities	$	34,243

As of September 30, 2021, we had additional operating leases that had not yet commenced of $3.4 million. These operating leases will commence in fiscal year 2022 and have a lease term between 12 months to 13 years.

Legal Matters

    We are, from time to time, a party to legal proceedings and claims that arise out of the ordinary course of our business. We are not currently a party to any legal proceedings we believe would have a material impact on our financial position or operating results.

Note 11—Indebtedness

Credit Agreement

We are party to a credit agreement with Bank of America, N.A. and certain other lenders (the Credit Agreement) that provides for a revolving credit facility in the amount of up to $300 million (the Credit Facility) and that expires in July 2023. We have the right to request an increase of the aggregate commitments under the Credit Facility by up to an additional $150 million, subject to specified conditions. At September 30, 2021, we owed $130 million under the Credit Facility.

Borrowings under the Credit Facility may be used for lawful corporate purposes of Bottomline and its subsidiaries, including acquisitions, share repurchases, capital expenditures, the repayment or refinancing of indebtedness and general corporate purposes. The Credit Facility is available for the issuance of up to $20 million of letters of credit and up to $20 million of swing line loans.

The Credit Agreement contains customary representations, warranties and covenants, including, but not limited to, material adverse events, specified restrictions on indebtedness, liens, investments, acquisitions, sales of assets, dividends and other restricted payments, and transactions with affiliates. We are required to comply with (a) a maximum consolidated net leverage ratio of 3.50 to 1.00; and (b) a minimum consolidated interest coverage ratio of 3.00 to 1.00. The Credit Agreement also contains customary events of default and related cure provisions. As of September 30, 2021, we were in compliance with all covenants.

The Credit Agreement is guaranteed by us (as borrower) and certain of our existing and future domestic material restricted subsidiaries (the Guarantors) and is secured by substantially all of our domestic assets and those of the Guarantors, including a pledge of all the shares of capital stock of the Guarantors and 65% of the shares of the capital stock of our first-tier foreign subsidiaries or those of any Guarantor, in each case subject to certain exceptions as set forth in the Credit Agreement. The collateral does not include, among other things, any real property or the capital stock or any assets of any unrestricted subsidiary.

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Note 12—Derivative Instruments

Cash Flow Hedges

Interest Rate Swap Agreements

We utilize interest rate swap agreements to hedge our exposure to interest rate risk. At September 30, 2021, we had two outstanding interest rate swap agreements with notional values of $100 million and $80 million.

The notional value of each interest rate swap agreement is expected to match the corresponding principal amount of a portion of our borrowings under the Credit Facility.

The $100 million notional value agreement is effective as of December 1, 2017 and expires on December 1, 2021. During this period, the notional amount will have a fixed interest rate of 1.9275% and Citizens Bank, National Association, as counterparty to the agreement, will pay us interest at a floating rate based on the 1 month USD-LIBOR-BBA swap rate on the notional amount. Interest payments are made quarterly on a net settlement basis.

The $80 million notional value agreement is effective as of December 1, 2021 and expires on July 16, 2023. During this period, the notional amount will have a fixed interest rate of 2.125% and Bank of America, N.A., as counterparty to the agreement, will pay us interest at a floating rate based on the 1 month USD-LIBOR-BBA swap rate on the notional amount. Interest payments will be made monthly on a net settlement basis.

We designated the interest rate swaps as hedging instruments and they qualified for hedge accounting upon inception and at September 30, 2021. To continue to qualify for hedge accounting, the instruments must retain a “highly effective” ability to hedge interest rate risk for borrowings under the Credit Facility. We are required to test hedge effectiveness at the end of each financial reporting period. If a derivative qualifies for hedge accounting, changes in fair value of the hedge instrument are recognized in accumulated other comprehensive income (loss) (AOCI) and subsequently reclassified into earnings in the period that the hedged transaction affects earnings. The reclassification into earnings is recorded as a component of our interest expense within other expense, net. If the instrument were to lose some or all of its hedge effectiveness, changes in fair value for the “ineffective” portion of the instrument would be recorded immediately in earnings.

The fair values of the interest rate swaps and their respective locations in our consolidated balance sheets at September 30, 2021 and June 30, 2021 were as follows:

Description	Balance Sheet Location	September 30, 2021		June 30, 2021
Derivative interest rate swaps		(in thousands)
Short-term derivative liability	Accrued expenses and other current liabilities	$	1,522	$	1,564
Long-term derivative liability	Other liabilities	$	1,176	$	1,550

The following table presents the effect of the derivative interest rate swaps in our consolidated statement of comprehensive loss for the three months ended September 30, 2021 and 2020.

	Gain (Loss) in AOCI June 30, 2021		Amount of Gain (Loss) Recognized in OCI on Derivative Instruments (Effective Portion)		Amount of (Gain) Loss Reclassified from AOCI into Net Loss (Effective Portion) (1)		Gain (Loss) in AOCI September 30, 2021
	(in thousands)
Derivative interest rate swap	$	(3,114)	$	(53)	$	469	$	(2,698)
	Gain (Loss) in AOCI June 30, 2020		Amount of Gain (Loss) Recognized in OCI on Derivative Instruments (Effective Portion)		Amount of (Gain) Loss Reclassified from AOCI into Net Loss (Effective Portion) (1)		Gain (Loss) in AOCI September 30, 2020
	(in thousands)
Derivative interest rate swap	$	(5,079)	$	(6)	$	452	$	(4,633)

——————

(1)    Recorded as interest income (expense) within other expense, net in our unaudited consolidated statements of comprehensive income (loss).

During the three months ended September 30, 2021, we concluded that no portion of the hedges was ineffective.

We expect to reclassify approximately $1.0 million of this unrealized loss from AOCI to earnings over the next twelve months.

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Note 13—Postretirement and Other Employee Benefits

Defined Benefit Pension Plan

We sponsor defined benefit pension plans for our Swiss-based employees (the Swiss pension plans) that are governed by local regulatory requirements. The Swiss pension plans include certain minimum benefit guarantees that, under U.S. GAAP, require defined benefit plan accounting.

Net periodic pension costs for the Swiss pension plans included the following components:

	Three Months Ended September 30,
	2021		2020
	(in thousands)
Components of net periodic cost
Service cost	$	707	$	765
Interest cost	49		37
Prior service credit	(119)		(83)
Net actuarial loss	—		61
Expected return on plan assets	(359)		(285)
Net periodic cost	$	278	$	495

    The components of net periodic pension cost other than current service cost are presented within other expense, net in our unaudited consolidated statements of comprehensive income (loss).

Note 14—Subsequent Events

In October 2021 we acquired substantially all of the assets and assumed certain liabilities of Bora Payment Systems, LLC (Bora) for a purchase price of $15 million in cash. Through the Bora acquisition we acquired technology that will be used predominantly in our Paymode-X solution to facilitate straight through processing of payments made via virtual card. This provides a significant benefit to suppliers who process a high volume of business to business virtual card transactions. The operating results of Bora will be included as a component of our Payments Platform segment from the acquisition date forward. We anticipate that the substantial majority of the purchase price will be allocated to intangible assets including acquired technology, customer contracts and goodwill.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Quarterly Report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. The statements contained in this report that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). Without limiting the foregoing, the words may, will, should, could, expects, plans, intends, anticipates, believes, estimates, predicts, potential and similar expressions are intended to identify forward-looking statements. All forward-looking statements included in this Quarterly Report on Form 10-Q are based on information available to us up to and including the date of this report, and we assume no obligation to update any such forward-looking statements. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth below under Management’s Discussion and Analysis of Financial Condition and Results of Operations and Part II. Item 1A. Risk Factors and elsewhere in this Quarterly Report on Form 10-Q. You should carefully review those factors and also carefully review the risks outlined in other documents that we file from time to time with the Securities and Exchange Commission (SEC), including Part II. Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended June 30, 2021, as filed with the SEC on August 30 2021.

In the management discussion that follows, we have highlighted those changes and operating events that were the primary factors affecting period to period fluctuations. The remainder of the change in period to period fluctuations from that which is specifically discussed arises from various individually insignificant items.

Overview

We help make complex business payments simple, smart and secure. We provide solutions that are helping to accelerate the digital transformation of business payments. Corporations and banks rely on us for domestic and international payments, efficient cash management, automated workflows for payment processing and bill review, and fraud detection, behavioral analytics and regulatory compliance solutions.

We operate payment platforms that facilitate electronic payment and transaction settlement between businesses and their vendors. We offer solutions that banks use to provide payment, cash management and treasury capabilities to their business customers, as well as solutions that financial institutions use to engage intelligently with customers and acquire, deepen and grow profitable relationships. Our legal spend management solutions help determine the right amount to pay for legal services and claims for insurance companies and other large consumers of outside legal services and provide related tools and analytics for law firms themselves. Corporate customers rely on our solutions to automate payment and accounts payable processes and to streamline and manage the production and retention of electronic documents. Our fraud and risk management solutions are designed to non-invasively monitor and analyze user behavior and payment transactions to flag behavioral and data anomalies and other suspicious activity to gain protection from internal fraud and external financial crime.

Our solutions are designed to complement, leverage and extend our customers’ existing information systems, accounting applications and banking relationships so that the solutions can be deployed quickly and efficiently. To help our customers realize the maximum value from our products and meet their specific business requirements, we also provide professional services for training, consulting and product enhancement.

Financial Highlights

For the three months ended September 30, 2021, our revenue increased to $123.6 million from $112.4 million in the same period of the prior fiscal year. Our revenue for the three months ended September 30, 2021 was favorably impacted by $2.0 million due to the impact of foreign currency exchange rates primarily related to the British Pound Sterling, which appreciated against the U.S. Dollar as compared to the same period of the prior fiscal year. The overall revenue increase was attributable to revenue increases in our Payment Platforms, Banking Solutions and Legal Segment Management segments of $8.4 million, $2.5 million, and $1.5 million, respectively, partially offset by a $1.2 million revenue decrease in our Traditional Solutions segment. The increase in revenue in our Payment Platforms and Legal Spend Management segments was driven by increased subscription revenue. The increased revenue in our Banking Solutions segment was primarily due to new customer engagements and platform go-lives, as customers continued to deploy our hosted solutions.

We incurred a net loss of $4.9 million in the three months ended September 30, 2021 compared to net income of $0.4 million in the same period of the prior fiscal year. Our net loss for the three months ended September 30, 2021, was favorably impacted by gross profit expansion of $5.5 million and a reduction in our provision for income taxes of $4.6 million, offset by an increase in operating expenses of $15.2 million.

In the three months ended September 30, 2021, we derived approximately 39% of our revenue from customers located outside of North America, principally in the United Kingdom (UK), continental Europe and the Asia-Pacific region.

On an increasing basis, we continue to make strategic investments in innovative new technology offerings that we believe will enhance our competitive position, help us win new business, drive subscription revenue growth and expand our operating margins. We expect to continue to make investments in our suite of products so that we can continue to offer innovative, feature-rich technology solutions to our customers.

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COVID-19

The United States and the global communities in which we operate continue to face challenges posed by the COVID-19 pandemic. Recently, restrictions have been re-implemented by government bodies and private businesses as disease variants became more prevalent. Like many companies we have been encouraged by the increased availability of vaccines, however there remains significant uncertainty over the duration of the pandemic itself; particularly as the virus continues to evolve. Since March 2020 we have continued to suspend virtually all travel for employees, our offices generally remain closed and our employees have continued to work remotely in most geographies.

While we continue to operate effectively during this challenging period, the full impact of the COVID-19 pandemic on our business and the global economy remains uncertain. The ultimate consequences will depend on many factors outside of our control, including the availability and effectiveness of vaccines and therapeutics and the ultimate duration and severity of the pandemic itself; including the impact of the emerging COVID variants.

Certain of our transactional revenue streams, specifically those arising through Paymode-X and Legal Spend Management, were the most significantly impacted during the prior fiscal year. We have continued to observe that transaction volumes for Paymode-X have continued to return to more normalized levels. Legal Spend Management transaction volumes remained constrained during the prior fiscal year but we saw some modest improvement during the fourth quarter of the past fiscal year and we recorded a revenue increase in Legal Spend Management for the quarter ended September 30, 2021 as compared to September 30, 2020. We are encouraged by these trends and are hopeful that it supports a conclusion that a sustained recovery of volumes is underway.

Critical Accounting Policies and Significant Judgments and Estimates

We believe that several accounting policies are important to understanding our historical and future performance. We refer to these policies as critical because they involve areas of financial reporting that require us to make judgments and estimates about matters that are uncertain at the time we make the estimate and different estimates - which also would have been reasonable - could have been used.

The critical accounting policies and estimates we identified in our most recent Annual Report on Form 10-K for the fiscal year ended June 30, 2021 related to revenue recognition, the valuation of goodwill and intangible assets, the valuation of acquired deferred revenue, capitalized software costs and income taxes. There have been no changes to the critical accounting policies from those we disclosed in Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended June 30, 2021.

It is important that the discussion of our operating results that follows be read in conjunction with the critical accounting policies disclosed in Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended June 30, 2021, as filed with the SEC on August 30, 2021.

Recent Accounting Pronouncements

For information with respect to recent accounting pronouncements and the impact of these pronouncements on our consolidated financial statements, please refer to Note 2 Recent Accounting Pronouncements to our unaudited consolidated financial statements included in Part I. Item 1 of this Quarterly Report on Form 10-Q.

Results of Operations

Three Months Ended September 30, 2021 Compared to the Three Months Ended September 30, 2020

Segment Information

Operating segments are components of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Our chief operating decision maker is our chief executive officer.

During the quarter ended September 30, 2021 we realigned our internal financial reporting to provide for more specific visibility into key product lines which resulted in a change to our externally reportable segments. Specifically, our prior Cloud Solutions segment was renamed Payment Platforms and includes the revenue and operating results of our Paymode-X and PTX payment platforms. Our Legal Spend Management Solutions have been presented as a stand-alone operating segment, having previously been a component of our Cloud Solutions segment. Finally, our Financial Messaging solutions, previously a component of our Cloud Solutions segment, has been included as a component of our Banking Solutions segment. Our prior Payments and Documents segment has been renamed to Traditional Solutions, with no change to the composition of the revenue and operating activity included in this segment. These changes are reflected for all financial periods presented.

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The following tables represent our segment revenues and our measure of segment profit (loss):

	Three Months Ended September 30,				Increase (Decrease) Between Periods
	2021		2020		$ Change Inc (Dec)		% Change Inc (Dec)
	(Dollars in thousands)
Segment revenue:
Payment Platforms	$	33,807	$	25,367	$	8,440	33.3	%
Banking Solutions	47,681		45,229		2,452		5.4	%
Legal Spend Management	22,063		20,550		1,513		7.4	%
Traditional Solutions	16,192		17,396		(1,204)		(6.9)	%
Other	3,862		3,823		39		1.0	%
Total segment revenue	$	123,605	$	112,365	$	11,240	10.0	%
Segment measure of profit (loss):
Payment Platforms	$	5,824	$	5,755	$	69	1.2	%
Banking Solutions	3,753		7,212		(3,459)		(48.0)	%
Legal Spend Management	5,208		4,586		622		13.6	%
Traditional Solutions	3,114		4,100		(986)		(24.0)	%
Other	(3,976)		(3,107)		(869)		(28.0)	%
Total measure of segment profit	$	13,923	$	18,546	$	(4,623)	(24.9)	%

A reconciliation of the total measure of segment profit to our GAAP (loss) income before income taxes is as follows:

	Three Months Ended September 30,
	2021		2020
	(in thousands)
Total measure of segment profit	$	13,923	$	18,546
Less:
Amortization of acquisition-related intangible assets	(5,071)		(5,029)
Stock-based compensation plan expense	(13,912)		(9,973)
Acquisition and integration-related expenses	(201)		(245)
Restructuring expense	(386)		(70)
Other non-core expense	(110)		(48)
Shareholder engagement fees	(947)		—
Other expense, net of pension adjustments	(1,008)		(1,026)
(Loss) income before income taxes	$	(7,712)	$	2,155

Payment Platforms

Revenue from our Payment Platforms segment increased $8.4 million for the three months ended September 30, 2021 as compared to the same period in the prior fiscal year due to increased subscription revenue of $8.2 million driven by both increased transactional volumes and the impact of new customers that have adopted our platforms since the corresponding quarter of the prior fiscal year. Segment profit increased $0.1 million for the three months ended September 30, 2021 as compared to the same period in the prior fiscal year as the revenue increases described above were offset in part by increased cost of subscription revenue of $2.9 million and operating expenses of $5.6 million related primarily to increased sales and marketing expenses and product development expenses of $3.7 million and $1.5 million, respectively. We expect revenue and profit for the Payment Platforms segment to continue to increase in fiscal year 2022 as compared to fiscal year 2021.

Banking Solutions

Revenues from our Banking Solutions segment increased $2.5 million for the three months ended September 30, 2021 as compared to the same period in the prior fiscal year, primarily due to increased subscriptions revenue of $3.0 million, partially offset

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by decreased professional service and maintenance revenue of $0.5 million. The increase in subscriptions revenue was primarily related to our existing customer base expanding on or converting to our more technologically advanced SaaS platforms and as a result of our continued deployment of our newer banking solutions to new and existing customers. The decrease in professional services revenue was primarily driven by our business strategy, which remains focused on a subscription revenue model rather than one-time license events, which frequently require distinct professional services. The increase in revenue described above was offset by increased cost of revenues of $2.2 million, primarily related to subscription costs, and operating expenses of $3.7 million. The increase in operating expenses was primarily due to increased sales and marketing expenses and product development expenses of $1.9 million and $1.1 million, respectively. Segment profit decreased $3.5 million for the three months ended September 30, 2021 as compared to the same period in the prior fiscal year due to the increases in revenue and expenses described above. We expect revenue to continue to increase and profit to remain relatively consistent for the Banking Solutions segment in fiscal year 2022 as compared to fiscal year 2021.

Legal Spend Management

Revenues from our Legal Spend Management segment increased $1.5 million for the three months ended September 30, 2021 as compared to the same period in the prior fiscal year, due to increased subscription revenue driven by increased transactional volumes and the impact of new customers using these solutions since the corresponding quarter of the prior fiscal year. Segment profit increased $0.6 million for the three months ended September 30, 2021 as compared to the same period in the prior fiscal year, due to the increase in subscription revenue discussed above and a decrease in product development expenses of $0.3 million, partially offset by an increase in cost of revenues of $0.6 million and operating expenses related primarily to sales and marketing expense and general and administrative expense of $0.2 million and $0.4 million, respectively. We expect revenue and profit to continue to increase for the Legal Spend Management segment in fiscal year 2022 as compared to fiscal year 2021.

Traditional Solutions

Revenues from our Traditional Solutions segment decreased $1.2 million for the three months ended September 30, 2021 as compared to the same period in the prior fiscal year, primarily due to decreased professional service and maintenance revenue of $1.3 million and software revenue of $0.3 million, partially offset by increased subscriptions revenue of $0.3 million. The decrease in professional service and maintenance revenue and software revenue was driven by the continued conversion of our customers to our hosted and subscription based solutions rather than deployed, perpetual license solutions. Segment profit decreased $1.0 million for the three months ended September 30, 2021 as compared to the same period in the prior fiscal year, primarily due to the decrease in revenues discussed above and an increase in subscription costs of $0.1 million, product development expense of $0.2 million and general and administrative expense of $0.2 million, partially offset by a decrease in costs of revenue associated with professional service and maintenance of $0.8 million. We expect revenue and profit to decrease slightly for the Traditional Solutions segment in fiscal year 2022, primarily due to decreased service, maintenance and software licenses.

Other

Revenues from our Other segment remained at relatively consistent levels for the three months ended September 30, 2021 as compared to the same period in the prior fiscal year. Segment profit decreased $0.9 million for the three months ended September 30, 2021 as compared to the same period in the prior fiscal year primarily due to increased cost of revenue of $0.3 million primarily related to subscriptions and increased operating expenses of $0.6 million primarily related to sales and marketing. We expect Other segment revenue to continue to decrease in fiscal year 2022 as compared to fiscal year 2021 as our fraud solutions are increasingly sold by other segments while certain centralized costs continue to be borne by the Other segment.

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Revenues by category

	Three Months Ended September 30,						Increase (Decrease) Between Periods
	2021			2020			$ Change Inc (Dec)		% Change Inc (Dec)
	(Dollars in thousands)
Revenues:
Subscriptions	$	103,496		$	90,384		$	13,112	14.5	%
Software licenses	927			977			(50)		(5.1)	%
Service and maintenance	18,708			20,564			(1,856)		(9.0)	%
Other	474			440			34		7.7	%
Total revenues	$	123,605		$	112,365		$	11,240	10.0	%
As % of total revenues:
Subscriptions	83.7		%	80.4		%
Software licenses	0.8		%	0.9		%
Service and maintenance	15.1		%	18.3		%
Other	0.4		%	0.4		%
Total revenues	100.0		%	100.0		%

Subscriptions

Revenues from subscriptions increased $13.1 million for the three months ended September 30, 2021 as compared to the same period in the prior fiscal year. The overall revenue increase was driven by an increase in subscriptions revenue from our Payment Platforms, Banking Solutions, and Legal Spend Management segments of $8.2 million, $2.5 million, and $1.5 million, respectively, due to the impact of customers going live on our hosted solutions and the continued impact of customers converting to our subscription based solutions. We expect subscriptions revenues to continue to increase in fiscal year 2022 due to the continued adoption of our subscription based offerings.

Software Licenses

Revenues from software licenses slightly decreased for the three months ended September 30, 2021 as compared to the same period in the prior fiscal year, primarily due to decreased revenue from our Traditional Solutions segment of $0.3 million, offset by an increase in revenue in our Other segment of $0.3 million. The decrease in software license revenue was driven by the continued conversion of our customers to our hosted and subscription based solutions and our continued de-emphasis of deployed, perpetual license solutions. We expect software license revenues to continue to decrease in fiscal year 2022, as we continue to emphasize our subscription based solutions rather than on-premise software deployments.

Service and Maintenance

Revenues from service and maintenance decreased $1.9 million for the three months ended September 30, 2021 as compared to the same period in the prior fiscal year, primarily due to decreased revenue from our Traditional Solution and Banking Solutions segments of $1.3 million and $0.5 million, respectively, driven by the continued conversion of our customers to our hosted and subscription based solutions rather than deployed, perpetual license solutions. We expect service and maintenance revenues will continue to decrease in fiscal year 2022, primarily due to our continued emphasis on our hosted solutions.

Other

Our other revenues consist principally of equipment and supplies sales, which remained and are expected to remain minor components of our overall revenue.

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Cost of revenues by category

	Three Months Ended September 30,						Increase (Decrease) Between Periods
	2021			2020			$ Change Inc (Dec)		% Change Inc (Dec)
	(Dollars in thousands)
Cost of revenues:
Subscriptions	$	42,693		$	35,218		$	7,475	21.2	%
Software licenses	81			90			(9)		(10.0)	%
Service and maintenance	9,252			10,916			(1,664)		(15.2)	%
Other	295			309			(14)		(4.5)	%
Total cost of revenues	$	52,321		$	46,533		$	5,788	12.4	%
Gross Profit ($)	$	71,284		$	65,832		$	5,452	8.3	%
Gross Profit (%)	57.7		%	58.6		%

Subscriptions

Subscriptions costs include salaries and other related costs for our professional services teams as well as costs related to our hosting infrastructure such as depreciation and facilities related expenses. Subscriptions costs increased to 41% as a percentage of subscriptions revenues in the three months ended September 30, 2021 as compared to 39% in the three months ended September 30, 2020 due to year-over-year cost of revenue increases as we continued to grow our subscription revenue streams. We expect subscriptions costs as a percentage of subscriptions revenues will decrease slightly in fiscal year 2022 as a result of increased revenue contribution from our cloud-based banking, legal spend management and Paymode-X solutions.

Software Licenses

Software license costs consist of expenses incurred to distribute our software products and related documentation and costs of licensing third party software that is incorporated into or sold with certain of our products. Software license costs as a percentage of software license revenues remained at 9% of software license revenue in the three months ended September 30, 2021 and 2020. Overall, software license costs remain and are expected to remain inconsequential.

Service and Maintenance

Service and maintenance costs include salaries and other related costs for our customer service, maintenance and help desk support staffs, as well as third party contractor expenses used to complement our professional services team. Service and maintenance costs as a percentage of service and maintenance revenues decreased to 49% in the three months ended September 30, 2021 as compared to 53% in the three months ended September 30, 2020, reflecting a shift in resources to our hosted and subscription based products. We expect that service and maintenance costs will remain relatively consistent in fiscal year 2022.

Other

Other costs include the costs associated with equipment and supplies that we resell, as well as freight, shipping and postage costs associated with the delivery of our products. These remain minor components of our business. We expect other costs as a percentage of other revenues will remain consistent in fiscal year 2022.

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Operating Expenses

	Three Months Ended September 30,						Increase (Decrease) Between Periods
	2021			2020			$ Change Inc (Dec)		% Change Inc (Dec)
	(Dollars in thousands)
Operating expenses:
Sales and marketing	$	33,814		$	25,743		$	8,071	31.4	%
Product development and engineering	21,465			18,499			2,966		16.0	%
General and administrative	17,749			13,626			4,123		30.3	%
Amortization of acquisition-related intangible assets	5,071			5,029			42		0.8	%
Total operating expenses	$	78,099		$	62,897		$	15,202	24.2	%
As % of total revenues:
Sales and marketing	27.4		%	22.9		%
Product development and engineering	17.4		%	16.5		%
General and administrative	14.4		%	12.1		%
Amortization of acquisition-related intangible assets	4.1		%	4.5		%
Total operating expenses	63.3		%	56.0		%

Sales and Marketing

Sales and marketing expenses consist primarily of salaries and other related costs for sales and marketing personnel, sales commissions, travel, public relations and marketing materials and trade show participation. Sales and marketing expenses increased $8.1 million in the three months ended September 30, 2021 as compared to the three months ended September 30, 2020 primarily due to an increase in employee related costs of $6.3 million and marketing expense of $0.9 million. We expect sales and marketing expenses as a percentage of total revenues will increase slightly in fiscal year 2022.

Product Development and Engineering

Product development and engineering expenses consist primarily of personnel costs to support product development, which consists of enhancements and revisions to our products as well as initiatives related to new product development. Product development and engineering expenses increased $3.0 million in the three months ended September 30, 2021, as compared to the three months ended September 30, 2020 primarily due to an increase in headcount related costs of $2.5 million. We expect product development and engineering expenses as a percentage of total revenues will remain relatively consistent in fiscal year 2022.

General and Administrative

General and administrative expenses consist primarily of salaries and other related costs for operations and finance employees and legal and accounting services. General and administrative expenses increased $4.1 million in the three months ended September 30, 2021 as compared to the three months ended September 30, 2020 primarily due to an increase in employee related costs of $2.7 million, depreciation expense of $0.4 million, restructuring expense of $0.3 million and facility costs of $0.2 million. We expect general and administrative expenses as a percentage of total revenues will remain relatively consistent in fiscal year 2022.

 Other Expense, Net

	Three Months Ended September 30,				Increase (Decrease) Between Periods
	2021		2020		$ Change Inc (Dec)		% Change Inc (Dec)
	(Dollars in thousands)
Interest income	$	23	$	100	$	(77)	(77.0)	%
Interest expense	(1,066)		(1,258)		192		15.3	%
Other income (expense), net	146		378		(232)		(61.4)	%
Other expense, net	$	(897)	$	(780)	$	(117)	(15.0)	%

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The components of other expense, net are as depicted above and remain minimal overall components of our operations. The slight decrease in interest expense in the three months ended September 30, 2021 as compared to the three months ended September 30, 2020 is a result of a decrease in borrowings under our line of credit arrangement during the three month period ending September 2021 as compared to September 2020.

Provision for Income Taxes

We recorded income tax benefit of $2.8 million and income tax expense of $1.8 million for the three months ended September 30, 2021 and 2020, respectively. Please refer to Note 8 Income Taxes to our unaudited consolidated financial statements included in Part I. Item 1 of this Quarterly Report on Form 10-Q for further discussion.

Liquidity and Capital Resources

We are party to a credit agreement with Bank of America, N.A. and certain other lenders that provides for a credit facility in the amount of up to $300 million (the Credit Facility). We have the right to request an increase to the aggregate commitments to the Credit Facility of up to an additional $150 million, subject to specified conditions. The Credit Facility expires in July 2023. At September 30, 2021, borrowings were $130 million and we were in compliance with all covenants.

We have financed our operations primarily from cash provided by operating activities, the sale of our common stock and debt proceeds. We have consistently generated positive operating cash flows. We believe that the cash generated from our operations and the cash and cash equivalents we have on hand will be sufficient to meet our operating requirements for the foreseeable future. If our existing cash resources along with cash generated from operations is insufficient to satisfy our operating requirements, we may need to sell additional equity or debt securities or seek other financing arrangements.

One of our financial goals is to maintain and improve our capital structure. The key metrics we focus on in assessing the strength of our liquidity for the periods ended September 30, 2021 and June 30, 2021 and a summary of our cash activity for the three months ended September 30, 2021 and 2020 are summarized in the tables below:

	September 30,		June 30,
	2021		2021
	(in thousands)
Cash and cash equivalents	$	117,200	$	133,932
Marketable securities	8,185		10,216
Borrowings under credit facility	130,000		130,000

	Three Months Ended September 30,
	2021		2020
	(in thousands)
Cash provided by operating activities	$	10,246	$	7,910
Cash used in investing activities	(9,786)		(20,149)
Cash (used in) provided by financing activities	(18,489)		2,168
Effect of exchange rates on cash	(1,108)		3,294

Cash, cash equivalents and marketable securities. At September 30, 2021, our cash and cash equivalents of $117.2 million consisted primarily of cash deposits held at major banks and money market funds. The $16.7 million decrease in cash and cash equivalents at September 30, 2021 from June 30, 2021 was primarily due to cash used to repurchase common stock of $20.8 million, to fund capital expenditures, including capitalization of software costs of $3.1 million, and the negative effect of foreign exchange rates on cash of $4.4 million, partially offset by an increase in cash generated from operations of $2.3 million, a decrease in cash used in business and asset acquisitions, net of cash acquired of $9.8 million, a decrease in funds used to issue notes receivable of $1.6 million and the purchase of available for sale securities of $2.0 million.

Cash, cash equivalents and marketable securities included approximately $35.9 million held by our foreign subsidiaries as of September 30, 2021. We continue to permanently reinvest the earnings, if any, of our international subsidiaries other than the UK, Switzerland, India and one of our Australian subsidiaries; therefore we do not provide for U.S. income taxes that could result from the distribution of foreign earnings from our international subsidiaries other than the aforementioned. If our reinvestment plans were to change based on future events and we decided to repatriate amounts from other international subsidiaries, those amounts would generally become subject to state tax in the U.S. to the extent there were cumulative profits in the foreign subsidiary from which the distribution to the U.S. was made and we could be further subject to withholding tax.

Cash and cash equivalents held by our foreign subsidiaries are denominated in currencies other than U.S. Dollars. Decreases primarily in the foreign currency exchange rate of the British Pound Sterling to the U.S. Dollar decreased our overall cash balances by

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approximately $1.1 million for the three months ended September 30, 2021. Further changes in the foreign currency exchange rates of the British Pound Sterling and other currencies could have a significant effect on our overall cash balances, however, we continue to believe that our existing cash balances, even in light of the foreign currency volatility we frequently experience, are adequate to meet our operating requirements for the foreseeable future.

At September 30, 2021, our deferred tax assets have been fully reserved since, given the available evidence, it was deemed more likely than not that these deferred tax assets would not be realized.

Operating Activities. Operating cash flow is derived by adjusting our net income or loss for non-cash operating items, such as depreciation and amortization, stock-based compensation plan expense, deferred income tax benefits or expenses and changes in operating assets and liabilities, which reflect timing differences between the receipt and payment of cash associated with transactions and when they are recognized in our results of operations. Cash generated from operations increased by $2.3 million in the three months ended September 30, 2021 as compared to the same period in the prior fiscal year, primarily due to an increase in cash provided by accounts receivable of $3.0 and accrued expenses of $7.3 million, partially offset by the increase in our net loss for the three months ended September 30, 2021 of $5.3 million and cash used in customer liabilities of $2.8 million.

Investing Activities. Investing cash flows consist primarily of capital expenditures, inclusive of capitalized software costs, investment purchases and sales and cash used for the acquisition of businesses and assets. The $10.4 million decrease in net cash used in investing activities for the three months ended September 30, 2021 as compared to the same period in the prior fiscal year was primarily due to a decrease in cash used to fund business and asset acquisitions, net of cash acquired, of $9.8 million, a decrease in cash used to fund notes receivable of $1.6 million and to purchase available for sale securities of $2.0 million, partially offset by an increase in cash used for capital expenditures of $3.1 million.

Financing Activities. Financing cash flows consist primarily of cash inflows as a result of borrowings under our revolving credit facility and proceeds from the sale of shares of common stock through employee equity incentive plans, offset by repurchases of our common stock. The increase in cash used in financing activities of $20.7 million was due to an increase in cash used to repurchase common stock of $20.8 million during the three months ended September 30, 2021.

Contractual Obligations

During the three months ended September 30, 2021, we entered into a new facility lease in India, increasing our contractual obligations by $2.7 million. Other than the new facility lease, there have been no other material changes to the contractual obligations from that which was disclosed in Item 7 of our Annual Report on Form 10-K for the fiscal year ended June 30, 2021.

Our estimate of unrecognized tax benefits for which cash settlement may be required is $2.3 million. As of September 30, 2021, we are unable to estimate the timing of future cash outflows, if any, associated with these liabilities as we do not currently anticipate settling any of these tax positions with cash payment in the foreseeable future.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements during the three months ended September 30, 2021.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to a variety of risks, including interest rate changes, foreign currency exchange rate fluctuations, and derivative instruments classification and fair value changes. We have not entered into any foreign currency hedging transactions or other instruments to minimize our exposure to foreign currency exchange rate fluctuations nor do we presently plan to in the future.

We are a party to interest rate swap agreements which we designated as hedge instruments to minimize our exposure to interest rate fluctuations under our Credit Facility.

There has been no material change to our exposure to market risk from that which was disclosed in Item 7A of our Annual Report on Form 10-K for the fiscal year ended June 30, 2021 as filed with the SEC on August 30, 2021, which is incorporated herein by reference.

Item 4. Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2021. The term disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide

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only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on the evaluation of our disclosure controls and procedures as of September 30, 2021, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

No changes in our internal control over financial reporting occurred during the fiscal quarter ended September 30, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are, from time to time, a party to legal proceedings and claims that arise in the ordinary course of our business. We do not believe that there are claims or proceedings pending against us for which the ultimate resolution would have a material effect on, or require further disclosure in, our financial statements.

Item 1A. Risk Factors

Investing in our common stock involves a high degree of risk. You should carefully consider the risk factors identified in Part I. Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2021 before making an investment decision involving our common stock. These risk factors could materially affect our business, financial condition or results of operations and could cause our actual business and financial results to differ materially from those contained in forward-looking statements made in this Quarterly Report on Form 10-Q or elsewhere by management from time to time. These risks and uncertainties are not the only ones facing us. Additional risks and uncertainties may also impact our business operations.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information about purchases by us of our common stock during the quarter ended September 30, 2021:

Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)	Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs
July 1, 2021 - July 31, 2021	—	$	—	—	$	50,000,000
August 1, 2021 - August 31, 2021	162,524	42.06		162,524	43,161,000
September 1, 2021 - September 30, 2021	354,440	41.36		354,440	28,501,000
Total	516,964	$	41.59	516,964

——————

(1)On August 16, 2021, our board of directors authorized a repurchase program of our common stock for an aggregate repurchase price not to exceed $50 million. This program expires on August 16, 2022. Notwithstanding the expiration date of the repurchase authority, as we disclosed on a Form 8-K filed on August 17, 2021 we intend to complete the program by December 31, 2021. However, we retain the ability to adjust the program at any time.

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Item 6. Exhibits

		Incorporated by Reference
Exhibit Number	Description	Form	File No.	Exhibit	Filing Date	Filed Herewith
10.1	Letter Agreement, dated as of July 22, 2021, between the Company and John Kelly	8-K	000-25259	10.1	07/23/2021
10.2	Letter Agreement, dated as of October 20, 2021, between the Company, Clearfield Capital Management LP and Sachem Head Capital Management LP	8-K	000-25259	10.1	10/20/2021
10.3	Amended and Restated Executive Retention Agreement, dated September 21, 2021, between the Registrant and Bruce Bowden					X
31.1	Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer					X
31.2	Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer					X
32.1	Section 1350 Certification of Principal Executive Officer					X
32.2	Section 1350 Certification of Principal Financial Officer					X
101.INS	Inline XBRL Instance Document- the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH**	Inline XBRL Taxonomy Extension Schema Document					X
101.CAL**	Inline XBRL Taxonomy Calculation Linkbase Document					X
101.DEF**	Inline XBRL Taxonomy Definition Linkbase Document					X
101.LAB**	Inline XBRL Taxonomy Label Linkbase Document					X
101.PRE**	Inline XBRL Taxonomy Presentation Linkbase Document					X
104	Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

**    submitted electronically herewith

Attached as Exhibit 101 to this report are the following formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Unaudited Condensed Consolidated Balance Sheets as of September 30, 2021 and June 30, 2021, (ii) Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended September 30, 2021 and 2020, (iii) Unaudited Consolidated Statements of Stockholders' Equity for the three months ended September 30, 2021 and 2020, (iv) Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended September 30, 2021 and 2020 and (v) Notes to Unaudited Condensed Consolidated Financial Statements.

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SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

                Bottomline Technologies, Inc.                     

Date:	November 9, 2021	By:	/s/ A. BRUCE BOWDEN
			A. Bruce Bowden
			Chief Financial Officer and Treasurer
			(Principal Financial and Accounting Officer)

33

EX-10.3

BOTTOMLINETECHNOLOGIES,INC.

EXECUTIVE RETENTION AGREEMENT

THIS EXECUTIVE RETENTION AGREEMENT (the “Agreement”) by and between Bottomline Technologies,Inc., a Delaware corporation (the “Company”), and Bruce Bowden (the “Executive”) is made as of September 21, 2021(the“Effective Date”).

WHEREAS, the Company and the Executive are parties to an Executive Retention Agreement dated as of March 1, 2021 (the “Prior Retention Agreement”) which Prior Retention Agreement the Company and the Executive desire to amend and restate in its entirety as set forth herein as of the Effective Date, and

WHEREAS,theCompanyrecognizesthat,asisthecasewithmanypublicly-heldcorporations,thepossibilityof a change in control of the Company exists and that such possibility, and the uncertainty and questions which itmay raise among key personnel, may result in the departure or distraction of key personnel to the detriment of theCompanyanditsstockholders, and

WHEREAS,the Companyhasdetermineditappropriateandwishestoprovidecertainchangeincontrolprotectionstothe Executive.

NOW, THEREFORE, in consideration of the foregoing and as an inducement for and in consideration of the Executive remaining in its employ, theCompany and the Executive agree that the Executive shall receive the benefits set forth in this Agreement on the terms set forth herein.

1.KeyDefinitions.

Asusedherein,thefollowingtermsshallhavethe followingrespective meanings:

1.1“ChangeinControlEvent”shallmean:

(a)(x) the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or14(d)(2) of the Exchange Act (a “Person”) of beneficial ownership of any capital stock of theCompany if, after such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3 under the Exchange Act) 50% or more of either (x) the then-outstanding shares of common stockof the Company (the “Outstanding Company Common Stock”) or (y) the combined voting power ofthe then-outstanding securities of the Company entitled to vote generally in the election of directors(the “Outstanding Company Voting Securities”); provided, however, that for purposes of thissubsection (I), the following acquisitions shall not constitute a Change in Control Event: (1) anyacquisition directly from the Company (excluding an acquisition pursuant to the exercise,conversion or exchange of any security exercisable for, convertible into or exchangeable forcommon stock or voting securities of the Company, unless the Person exercising, converting orexchanging such security acquired such security directly from the Company or an underwriter oragentoftheCompany),(2)anyacquisition byanyemployeebenefitplan (orrelatedtrust)sponsored or maintained by the Company or any corporation controlled by the Company, or (3) anyacquisition by any corporation pursuant to a Business Combination (as defined below) whichcomplieswithclauses(x) and (y) ofsubsection(a)ofthisdefinition;or

(b)suchtimeastheContinuingDirectors(asdefinedbelow)donotconstituteamajorityoftheBoard(or,ifapplicable,theBoard ofDirectorsofasuccessorcorporationtotheCompany), wherethe term “Continuing Director” means at any date a member of the Board (x) who was a member of theBoard on the date of this Agreement or (y) who was nominated or elected subsequent to such datebyatleastamajorityofthedirectors who

wereContinuingDirectorsatthetimeofsuchnominationor election or whose election to the Board was recommended or endorsed by at least a majority ofthe directors who were Continuing Directors at the time of such nomination or election; provided,however, that there shallbeexcludedfromthisclause(y)anyindividualwhose initial assumptionof office occurred as a result of an actual or threatened election contest with respect to the electionor removal of directors or other actual or threatened solicitation of proxies or consents, by or onbehalfofa personotherthanthe Board;or

(c)the consummation of a merger, consolidation, reorganization, recapitalization or share exchangeinvolving the Company or a sale or other disposition of all or substantially all of the assets of theCompany (a “Business Combination”), unless, immediately following such Business Combination,each of the following two conditions is satisfied: (x) all or substantially all of the individuals andentities who were the beneficial owners of the Outstanding Company Common Stock andOutstanding Company Voting Securities immediately prior to such Business Combinationbeneficially own, directly or indirectly, more than 50% of the then-outstanding shares of commonstockandthecombinedvotingpower ofthethen-outstandingsecuritiesentitled tovotegenerallyinthe election of directors, respectively, of the resulting or acquiring corporation in such BusinessCombination (which shall include, without limitation, a corporation which as a result of suchtransaction owns the Company or substantially all of the Company’s assets either directly orthroughoneormoresubsidiaries)(suchresultingoracquiringcorporationisreferredtohereinas the “Acquiring Corporation”) in substantially the same proportions as their ownership of theOutstandingCompanyCommonStockandOutstandingCompanyVotingSecurities,respectively,immediately prior to such Business Combination and (y) no Person (excluding any employeebenefit plan (or related trust) maintained or sponsored by the Company or by the AcquiringCorporation) beneficially owns, directly or indirectly, 50% or more of the then-outstanding sharesof common stock of the Acquiring Corporation, or of the combined voting power of the then-outstanding securities of such corporation entitled to vote generally in the election of directors(exceptto theextentthatsuch ownership existed priortotheBusiness Combination);or

(d)theliquidationordissolutionoftheCompany.

1.2“ChangeinControlDate”meansthefirstdateonwhichaChangeinControlEventoccurs.

1.3“Cause” means any (i) willful failure by the Executive, which failure is not cured within 30 days ofwrittennoticetotheExecutivefromthe Company,toperformhisorher materialresponsibilitiestotheCompany or (ii) willful misconduct by the Executive which affects the business reputation of theCompany.TheExecutiveshallbeconsideredto havebeendischarged for“Cause”iftheCompany determines,within30daysaftertheExecutive’sresignation,thatdischarge forCause waswarranted.

1.4“Good Reason” means any significant diminution in the Executive’s duties, authority, orresponsibilities from and after the Change in Control Event (which shall be deemed to have occurred if the Executive ceases to be the Chief Financial Officer of the Company as a standalone publicly-traded company as a result of the Change in Control Event) or any reduction in the annual base salarypayable to the Executive from and after such Change in Control Event or the relocation of the place ofbusinessat whichtheExecutiveisprincipallylocated toalocationthatisgreaterthan50 milesfromitslocationimmediately prior tothe ChangeinControl Event.Notwithstanding the occurrenceofanysuch event or circumstance, such occurrence shall not be

deemed to constitute Good Reason unless (x)the Executive gives the Company notice of termination no more than 120 days after the initialexistenceof sucheventorcircumstanceand (y)sucheventorcircumstancehasnotbeenfully correctedbytheCompany within30daysoftheCompany’sreceiptofsuchnotice.

1.5“Disability” means any mental or physical incapacity that results in the Executive being unable tosubstantiallyperform the Executive’sdutieshereunderfor120consecutivedays,orforshorterperiodsaggregating120daysinany12-monthperiod.

2.TermofAgreement.ThisAgreement,andallrightsandobligationsofthepartieshereunder,shalltakeeffectupontheEffectiveDateand shallexpireuponthefirsttooccurof(a)theterminationofthe Executive’s employment with the Company prior to the Change in Control Date, (b) after the Change inControl Date, on the later of (i) the date twelve months after the Change in Control Date or (ii) such datewhenallsharesofrestricted commonstockoftheCompanyheldbytheExecutiveshallhavevested,or(c)the fulfillment by the Company of all of its obligations under Sections 4 if the Executive’s employmentwiththeCompanyterminateswithin12monthsfollowingtheChange inControlDate.

3.EmploymentStatus;TerminationFollowingChangein ControlEvent.

3.1Not an Employment Contract. The Executive acknowledges that this Agreement does not constitute acontract of employment or impose on the Company any obligation to retain the Executive as anemployee and that this Agreement does not prevent the Executive from terminating employment at anytime. If the Executive’s employment with the Company terminates for any reason and subsequently aChangeinControlEventshall occur,theExecutiveshallnot beentitled toanybenefitshereunder.

3.2TerminationofEmployment.

(a)If the Change in Control Date occurs prior to the expiration of this Agreement, any termination ofthe Executive’s employment by the Company or by the Executive within 12 months following theChange in Control Date (other than due to the death of the Executive) shall be communicated by awritten notice to the other party hereto (the “Notice of Termination”), given in accordance withSection7.AnyNoticeofTermination shall:(i)indicatethe specificterminationprovision(ifany)of this Agreement relied upon by the party giving such notice, (ii) to the extent applicable, setforth in reasonable detail the facts and circumstances claimed to provide a basis for termination oftheExecutive'semploymentunder theprovision so indicated and (iii)specifytheDate of Termination (as defined below). The effective date of an employment termination (the “Date ofTermination”) shall be the close of business on the date specified in the Notice of Termination(which date may not be less than 15 days, or 30 days in the case of termination for Good Reasoninaccordancewith Section1.4,ormorethan120 daysafterthedateofdeliveryofsuchNoticeofTermination), in the case of a termination other than one due to the Executive’s death, or the dateof the Executive’s death, as the case may be.In the event the Company fails to satisfy therequirements of this Section 3.2(a) regarding a Notice of Termination, the purported terminationof the Executive’s employment pursuant to such Notice of Termination shall not be effective forpurposesofthisAgreement.

(b)The failure by the Executive or the Company to set forth in the Notice of Termination any fact orcircumstance which contributes to a showing of Good Reason or Cause shall

not waive any rightof the Executive or the Company, respectively, hereunder or preclude the Executive or theCompany,respectively,fromassertinganysuchfactorcircumstanceinenforcingtheExecutive’sorthe Company’srightshereunder.

(c)AnyNoticeofTerminationforCausegivenbytheCompanymustbegivenwithin10daysoftheoccurrenceofthe event(s)orcircumstance(s)whichconstitute(s)Cause.

4.BenefitstoExecutive.

4.1CompensationandStockAcceleration.IftheChangeinControlDateoccurspriortotheexpirationofthis Agreement and the Executive’s employment with the Company terminates within 12 monthsfollowingtheChangeinControlDate,theExecutiveshallbeentitled to thefollowingbenefits:

(a)Termination Without Cause or for Good Reason. If the Executive's employment with theCompany is terminated by the Company (other than for Cause, Disability or Death) or by theExecutiveforGoodReasonwithin12 monthsfollowingthe ChangeinControlDate,thentheExecutiveshall be entitled tothe followingbenefits:

(i)eachoutstandingoptiontopurchasesharesofCommonStockoftheCompanyheld bytheExecutiveshall become immediatelyexercisable infull;

(ii)eachvested option(includinganyoptionsvestingasaresultofacceleration)to purchasesharesof common stock of the Company shall be exercisable by the Executive until the earlier of thesecond anniversary of the Date of Termination or the expiration of the original term of suchoption, subject to any contrary treatment provided in connection with the Change in ControlEvent that is consistent with the Company's equity award plans or such other plan that coverstheoptions;

(iii)allsharesofrestrictedCommonStockoftheCompanyorrestricted stockunitsoftheCompanyheld bythe Executiveshallimmediatelyvestinfull;

(iv)providedtheExecutiveexecutes,deliversanddoesnotrevokeacomprehensivereleaseof claimsinformandsubstanceasprovidedbytheCompany(the “Release”)whichReleasemustbecome irrevocable within sixty (60) days following the Date of Termination (or such shorterperiod as the Company may provide) and provided that, to the extent necessary to comply withSection 409A, the Change in Control Event also constitutes a change in the ownership oreffective control of the Company, or a change in the ownership of a substantial portion of theassets of the Company, as defined in Treasury Regulation §§ 1.409A-3(i)(5)(v), (vi) and (vii),andsubjectto Section8.8 hereof,theCompanyshallpayto theExecutiveincash(A)the Executive’saccruedbutunpaidbasesalarythroughtheDateofTermination,(B)anamount equal to the Executive’sbase salary for the six months prior to the Date of Termination, (C) anamount equal to 50% of the Executive's annual bonus opportunity under the Company’s bonusplan (including any bonus or portion thereof which has been earned but deferred) for the mostrecently completed fiscal year, (D) the product of (x) the annual bonus opportunity for the mostrecently completed fiscal year

and (y) a fraction, the numerator of which is the number of daysinthecurrent fiscal yearthroughtheDateofTermination,andthedenominatorof whichis365, (E) the amount of any compensation previously deferred by the Executive (together with anyaccrued interest or earnings thereon), subject to any delay required by Section 8.8(a) and (c)hereof,(F)anamountequalto50%ofanycommissionspaidtotheExecutiveovertheprevious12 month period and (G) any accrued but unpaid vacation pay (the sum of the amountsdescribedinclauses(A),(B),(C),(D) (E),(F)and (G)shallbehereinafter referred toasthe “AccruedObligations”);

(iv)provided the Executive timely elects and remains eligible for benefits continuation pursuant tothe federal “COBRA” laws, for up to 12 months after the Date of Termination (the “COBRAContinuation Period”), the Company will pay any difference between the premiums for healthcontinuation coverage and the amount for which the Executive would otherwise be responsiblewith respect to the medical and dental coverage elected; provided, however, that the COBRAContinuation Period shall not extend beyond the date on which the Executive becomes coveredunder another employer insurance plan providing coverage that is substantially similar in theaggregate or greater. After the continuation period, the Executive will receive notice of hisopportunitytoelectcontinuationcoverageundertheConsolidatedOmnibus BudgetReconciliationActof 1985, if any, provided the Executive pays the full COBRA premium. Notwithstanding theforegoing, the Company may end these payments earlier (but not the Executive’s eligibility forCOBRA) if it reasonably determines that applicable laws or regulations will cause the paymentof these premiums to trigger taxes or penalties on the Company or other participants or, to theextenttheExecutivewould be taxed on morethantheamountofthepremiums;

(v)to the extent not previously paid or provided, the Company shall timely pay or provide to theExecutive any other amounts or benefits required to be paid or provided or which the Executiveis eligible to receive following the Executive’s termination of employment under any plan,program, policy, practice, contract or agreement of the Company and its affiliated companies(such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”), andsuch amounts or benefits shall be paid or provided to the Executive in a lump sum within 10business days following the Date of Termination, subject to any delay required by Section 8.8(a)and (c)hereof;and

(vi)forpurposesofdeterminingeligibility(but notthetimeofcommencementofbenefits) oftheExecutive for retiree benefits to which the Executive is entitled, the Executive shall beconsidered to have remained employed by the Company until 12 months after the Date ofTermination.

Subjecttothetermsandconditionsset forthinSection8.8,theCompanyshallpaytheAccruedObligations on the first payroll date following the date theRelease becomes irrevocable (suchdate, the“PaymentDate”)provided,however,thatifthe60thdayfollowingtheDateof Termination falls in the calendar year following the year of the Executive’s termination ofemployment, the Payment Date shall be the first payroll date occurring in such later calendaryear;andprovidedfurtherthattheAccruedObligationsdescribedinSection

4.1(a)(iv)(A),(E)and (G)shallbe paid earlier totheextentrequired byapplicable law.

(b)TerminationforDeathorDisability.IftheExecutive’semployment withtheCompanyis terminated by reason of the Executive’s death or Disability within 12 months following theChangeinControlDate, thentheCompanyshall(i)paytheExecutive(orhisestate, ifapplicable),in a lump sum in cash within 10 days after the Date of Termination (subject to any delay requiredby Section 8.8(a) hereof), all Accrued Obligations other than those set forth in Section4.1(a)(iv)(B)and (ii)timelypayorprovideto theExecutivethe Other Benefits.

(c)ResignationwithoutGoodReason;TerminationforCause.IftheExecutive voluntarilyterminateshis employment withthe Company within 12 months following the Change in Control Date,excluding a termination for Good Reason, or if the Company terminates the Executive’semploymentwith theCompany forCausewithin 12monthsfollowing theChangein ControlDate, then the Company shall (i) pay the Executive, in a lump sum in cash within 10 days after theDate of Termination, the sum of (A) the Executive’s annual base salary through the Date ofTermination, (B) any accrued but unpaid vacation pay and (C) the amount of any compensationpreviously deferred by the Executive, in each case to the extent not previously paid, subject to anydelayrequiredbySection8.8(a) and (c)hereof,and (ii)timelypayorprovideto theExecutivetheOther Benefitsinaccordance withtheirterms.

4.2Mitigation.The Executive shall not be required to mitigate the amount of any payment or benefitsprovided for in this Section 4 by seeking other employment or otherwise.Further, except as providedin Section 4.1(a)(v), the amount of any payment or benefits provided for in this Section 4 shall not bereduced by any compensation earned by the Executive as a result of employment by another employer,by retirement benefits, by offset against any amount claimed to be owed by the Executive to theCompanyor otherwise.

5.Disputes.

5.1Settlement of Disputes; Arbitration.Any claims, disputes or controversy arising under or inconnection with this Agreement shall be settled exclusively by arbitration in Portsmouth, NewHampshire,inaccordancewiththerulesoftheAmerican ArbitrationAssociationthenineffect.Judgmentmaybe entered onthearbitrator’saward inanycourthavingjurisdiction.

6Successors.

6.1Successor to Company.The Company shall require any successor (whether direct or indirect, bypurchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of theCompany to assume and agree to perform this Agreement to the same extent that the Company wouldbe required to perform it if no such succession had taken place.Failure of the Company to obtain anassumptionofthisAgreementatorpriortotheeffectiveness ofanysuccessionshallbeabreachofthisAgreementand shallconstituteGood ReasoniftheExecutiveelectsto terminateemploymentina mannerconsistentwiththeproceduresforGoodReason.AsusedinthisAgreement,“Company”shallmean the Company as defined above and any successor to its business or assets by operation of law orotherwise.

6.2SuccessortoExecutive.ThisAgreementshallinuretothebenefitofandbeenforceablebythe Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees,devisees and legatees.If the Executive should die while any amount would still be payable to theExecutive or his family hereunder if the Executive had continued to live, all such amounts, unlessotherwiseprovided herein,shallbepaidinaccordancewiththetermsofthis Agreementtothe executors,personalrepresentativesoradministratorsofthe Executive’sestate.

7.Notice.Allnotices,instructionsandothercommunicationsgivenhereunderorinconnectionherewithshallbe in writing.Any such notice, instruction or communication shall be sent either (i) by registered orcertified mail, return receipt requested, postage prepaid, or (ii) prepaid via a reputable nationwide overnightcourier service,ineachcaseaddressed to theCompany,atitsprincipalcorporateoffices,Attention: President and to the Executive at the Executive’s address indicated on the Company's personnel records (orto such other address as either the Company or the Executive may have furnished to the other in writing inaccordance herewith).Any such notice, instruction or communication shall be deemed to have beendeliveredthreebusinessdays afteritissentbyregisteredorcertifiedmail,returnreceiptrequested,postageprepaid, or one business day after it is sent via a reputable nationwide overnight courier service.Eitherparty may give any notice, instruction or other communication hereunder using any other means, but nosuch notice, instruction or other communication shall be deemed to have been duly delivered unless anduntilitactuallyisreceivedbythepartyforwhomitisintended.

8.Miscellaneous.

8.1Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect thevalidityorenforceabilityofanyother provisionofthis Agreement,whichshallremaininfullforceandeffect.

8.2Injunctive Relief. The Company and the Executive agree that any breach of this Agreement by theCompany is likely to cause the Executive substantial and irrevocable damage and therefore, in theeventofanysuchbreach,inadditiontosuchotherremedieswhichmaybeavailable,theExecutiveshallhavethe righttospecificperformance and injunctive relief.

8.3GoverningLaw.Thevalidity, interpretation,constructionandperformanceofthisAgreementshallbegoverned by the internal laws of the State of New Hampshire, without regard to conflicts of lawprinciples.

8.4Waivers. No waiver by either party at any time of any breach of, or compliance with, any provision ofthisAgreementto beperformedbyeitherpartyshallbedeemedawaiverofthatoranyotherprovisionatanysubsequenttime.

8.5Counterparts.ThisAgreementmaybeexecutedincounterparts,eachofwhichshallbedeemedtobeanoriginalbutbothofwhichtogethershallconstituteone and the sameinstrument.

8.6TaxWithholding. Anypaymentsprovidedforhereundershallbepaidnetofanyapplicabletaxwithholdingrequiredunder federal, state orlocallaw.

8.7Entire Agreement.This Agreement sets forth the entire agreement of the parties hereto in respect ofthe severance matters contained herein and supersedes all prior agreements, promises, covenants,arrangements, communications, representations or warranties, whether oral or written, by any officer,employee or representative of any party hereto in respect of the subject matter contained herein; andany prior agreement of the parties hereto in respect of the subject matter

contained herein is herebyterminated and cancelled.Notwithstanding the foregoing, this Agreement shall not limit, and shall bein addition to, any rights the Executive may also have or be entitled to on the date hereof or in thefuture from time to time with respect to the acceleration of options or restricted stock pursuant to anyequity plan of the Company (such as, but not limited to, any acceleration of equity awards under theCompany'sequityincentiveplans)orofasubsidiaryoftheCompany(asadministratedbytherelevantplan administrator), any option or restricted stock agreement, or any other written documentationexecuted or assumed by or on behalf of the Company or of a subsidiary of the Company.In the eventof a conflict between any provision of this Agreement and any provision of any other agreement ineffect between the Company and the Executive, the provision affording the greater benefit to theExecutivewillgovern.

8.8Section409A.SubjecttotheprovisionsinthisSection8.8,anyseverancepaymentsorbenefits underthis Agreementshallbeginonlyuponthedateofthe Executive’s “separation fromservice” (determined as set forth below) which occurs on or after the date of termination of the Executive’semployment.Thefollowingrules shallapplywithrespecttodistributionofthepaymentsandbenefits,ifany, to be providedto the Executiveunder thisAgreement:

(a)It is intended that each installment of the severance payments and benefits provided under thisAgreementshallbetreatedasaseparate“payment”forpurposesofSection409AoftheCodeandthe guidance issued thereunder (“Section 409A”). Neither the Company nor the Executive shallhave the right to accelerate or defer the delivery of any such payments or benefits except to theextentspecificallypermittedor requiredbySection409A.

(b)If,asofthedateoftheExecutive’s“separationfromservice”fromthe Company,theExecutiveisnot a “specified employee” (within the meaning of Section 409A), then each installment of theseverancepaymentsandbenefitsshallbemadeonthedates and ternssetforthinthis Agreement.

(c)If,asofthedateoftheExecutive’s“separationfromservice”fromthe Company,theExecutiveisa“specified employee” (withinthemeaningof Section409A),then:

(i)Each installment of the severance payments and benefits due under this Agreement that, inaccordance with the dates and terms set forth herein, will in all circumstances, regardless ofwhen the separation from service occurs, be paid within the Short-Term Deferral Period (ashereinafter defined) shall be treated as a short-term deferral within the meaning of TreasuryRegulationSectionl.409A-l(b)(4)tothemaximumextentpermissibleunderSection409A.Forpurposes of this Agreement, the “Short-Term Deferral Period” means the period ending on thelater of the fifteenth day of the third month following the end of the Executive’s tax year inwhich the separation from service occurs and the fifteenth day of the third month following theend oftheCompany’staxyearin whichtheseparationfrom serviceoccurs;and

(ii)Each installment of the severance payments and benefits due under this Agreement that is notdescribed in Section 8.8(c)(i) above and that would, absent this subsection, be paid within thesix-month period following the Executive’s “separation from service” from the Company shallnotbepaiduntilthedatethatissixmonthsand onedayaftersuchseparationfromservice(or,ifearlier, the tenth day after the date of the Executive’s death, subject to any delays in paymentreasonably required to make a post-death payment while

complying with Section 409A), withany such installments that are required to be delayed being accumulated during the six-monthperiod and paid inalump sumonthedatethatissixmonthsand onedayfollowingthe
Executive’s separation from service and any subsequent installments, if any, being paid inaccordance with the dates and terms set forth herein; provided, however, that the precedingprovisionsofthissentenceshallnotapplyto anyinstallmentofseverancepaymentsand benefitsif and to the maximum extent that such installment is deemed to be paid under a separation payplan that does not provide for a deferral of compensation by reason of the application ofTreasury Regulation l.409A-1(b)(9)(iii) (relating to separation pay upon an involuntaryseparation from service). Any installments that qualify for the exception under TreasuryRegulation Section l.409A-l(b)(9)(iii) must be paid no later than the last day of the Executive’ssecond taxable year following the taxable year in which the separation from service occurs.Theprovisions of this Section 8.8(c)(ii) shall also apply to other compensation and benefits owed totheExecutive tothe extentrequiredbySection409A.

(d)The determination of whether and when the Executive’s separation from service from theCompanyhasoccurredshallbe madeina mannerconsistentwith,andbasedonthepresumptionsset forth in, Treasury Regulation Section l.409A-l(h).Solely for purposes of this Section 8.8(d),“Company” shall include all persons with whom the Company would be considered a singleemployer underSection4l4(b) and 414(c) ofthe Code.

(e)Allreimbursementsandin-kindbenefitsprovidedunderthisAgreementshallbe madeorprovidedin accordance with the requirements of Section 409A to the extent that such reimbursements or in-kindbenefitsaresubjecttoSection409A,including, whereapplicable,therequirementsthat(i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorterperiodoftimespecifiedinthisAgreement),(ii)theamountofexpenseseligible forreimbursementduring a calendar year may not affect the expenses eligible for reimbursement in any othercalendar year, (iii) the reimbursement of an eligible expense will be made on or before the last dayof the calendar year following the year in which the expense is incurred and (iv) the right toreimbursementisnotsubjectto set offorliquidationorexchangeforanyother benefit.

8.9Amendments.ThisAgreement maybeamendedormodifiedonlybyawritteninstrumentexecutedbyboththe Companyandthe Executive.

8.10 Executive’sAcknowledgments.TheExecutiveacknowledgesthathe:(a)hasreadthisAgreement; (b)understandsthetermsand consequencesofthis Agreement;and(c)has hadtheopportunitytobeadvised bycounsel priortoenteringintothis Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first set forth above.

BOTTOMLINE TECHNOLOGIES, INC.

/s/ ROBERT A. EBERLE

Robert A. Eberle

President and Chief Employee Officer

EXECUTIVE

 /s/ A. BRUCE BOWDEN

A. Bruce Bowden

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Robert A. Eberle, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Bottomline Technologies, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	November 9, 2021	By:	/s/ ROBERT A. EBERLE
			Robert A. Eberle
			President and Chief Executive Officer
			(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, A. Bruce Bowden, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Bottomline Technologies, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	November 9, 2021	By:	/s/ A. BRUCE BOWDEN
			A. Bruce Bowden
			Chief Financial Officer and Treasurer
			(Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report on Form 10-Q of Bottomline Technologies, Inc. (the “Company”) for the period ended September 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Robert A. Eberle, Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	November 9, 2021	By:	/s/ ROBERT A. EBERLE
			Robert A. Eberle
			President and Chief Executive Officer
			(Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report on Form 10-Q of Bottomline Technologies, Inc. (the “Company”) for the period ended September 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, A. Bruce Bowden, Chief Financial Officer and Treasurer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	November 9, 2021	By:	/s/ A. BRUCE BOWDEN
			A. Bruce Bowden
			Chief Financial Officer and Treasurer
			(Principal Financial and Accounting Officer)

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Cover - shares	3 Months Ended
	Sep. 30, 2021	Oct. 31, 2021
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2021
Document Transition Report	false
Entity File Number	0-25259
Entity Registrant Name	Bottomline Technologies, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	02-0433294
Entity Address, Address Line One	325 Corporate Drive
Entity Address, Postal Zip Code	03801-6808
Entity Address, City or Town	Portsmouth,
Entity Address, State or Province	NH
City Area Code	603
Local Phone Number	436-0700
Title of 12(b) Security	Common Stock, $.001 par value per share
Trading Symbol	EPAY
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		45,173,486
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Entity Central Index Key	0001073349
Current Fiscal Year End Date	--06-30

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Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2021	Jun. 30, 2021
Current assets:
Cash and cash equivalents	$ 117,200	$ 133,932
Cash held for customers	7,431	9,836
Marketable securities	8,185	10,216
Accounts receivable net of allowances for doubtful accounts of $988 at September 30, 2021 and $1,304 at June 30, 2021	67,115	72,978
Prepaid expenses and other current assets	37,901	34,653
Total current assets	237,832	261,615
Property and equipment, net	66,293	68,471
Operating lease right-of-use assets, net	28,732	27,570
Goodwill	242,863	246,698
Intangible assets, net	163,758	162,691
Other assets	48,549	48,683
Total assets	788,027	815,728
Current liabilities:
Accounts payable	9,753	11,428
Accrued expenses and other current liabilities	54,470	45,925
Customer account liabilities	7,431	9,836
Deferred revenue	75,876	88,679
Total current liabilities	147,530	155,868
Borrowings under credit facility	130,000	130,000
Deferred revenue, non-current	11,459	12,559
Operating lease liabilities, non-current	27,996	26,629
Deferred income taxes	9,702	14,574
Other liabilities	20,601	19,864
Total liabilities	347,288	359,494
Stockholders' equity
Preferred Stock, $.001 par value: Authorized shares—4,000; issued and outstanding shares-none	0	0
Common Stock, $.001 par value: Authorized shares-100,000; issued shares- 49,586 at September 30, 2021 and 49,294 at June 30, 2021; outstanding shares- 43,090 at September 30, 2021 and 43,237 at June 30, 2021	49	49
Additional paid-in-capital	833,563	819,392
Accumulated other comprehensive loss	(21,376)	(16,081)
Treasury stock: 6,496 shares at September 30, 2021 and 6,057 shares at June 30, 2021, at cost	(169,746)	(150,282)
Accumulated deficit	(201,751)	(196,844)
Total stockholders' equity	440,739	456,234
Total liabilities and stockholders' equity	$ 788,027	$ 815,728

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Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands	Sep. 30, 2021	Jun. 30, 2021
Statement of Financial Position [Abstract]
Accounts receivable, net of allowances for doubtful accounts and returns	$ 988	$ 1,304
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, authorized shares (in shares)	4,000	4,000
Preferred stock, issued shares (in shares)	0	0
Preferred stock, outstanding shares (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, authorized shares (in shares)	100,000	100,000
Common stock, issued shares (in shares)	49,586	49,294
Common stock, outstanding shares (in shares)	43,090	43,237
Treasury stock (in shares)	6,496	6,057

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Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Revenues:
Total revenues	$ 123,605	$ 112,365
Cost of revenues:
Total cost of revenues	52,321	46,533
Gross profit	71,284	65,832
Operating expenses:
Sales and marketing	33,814	25,743
Product development and engineering	21,465	18,499
General and administrative	17,749	13,626
Amortization of acquisition-related intangible assets	5,071	5,029
Total operating expenses	78,099	62,897
(Loss) income from operations	(6,815)	2,935
Other expense, net	(897)	(780)
(Loss) income before income taxes	(7,712)	2,155
Income tax benefit (provision)	2,805	(1,764)
Net (loss) income	$ (4,907)	$ 391
Basic net (loss) income per share (in dollars per share)	$ (0.11)	$ 0.01
Diluted net (loss) income per share (in dollars per share)	$ (0.11)	$ 0.01
Shares used in computing net (loss) income per share:
Basic (in shares)	43,273	42,457
Diluted (in shares)	43,273	42,771
Other comprehensive income, net of tax:
Unrealized gain (loss) on available for sale securities	$ 1	$ (25)
Change in fair value on interest rate hedging instruments	416	446
Minimum pension liability adjustments	(142)	(233)
Foreign currency translation adjustments	(5,570)	9,106
Other comprehensive (loss) income, net of tax:	(5,295)	9,294
Comprehensive (loss) income	(10,202)	9,685
Subscriptions
Revenues:
Total revenues	103,496	90,384
Cost of revenues:
Total cost of revenues	42,693	35,218
Software licenses
Revenues:
Total revenues	927	977
Cost of revenues:
Total cost of revenues	81	90
Service and maintenance
Revenues:
Total revenues	18,708	20,564
Cost of revenues:
Total cost of revenues	9,252	10,916
Other
Revenues:
Total revenues	474	440
Cost of revenues:
Total cost of revenues	$ 295	$ 309

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Unaudited Condensed Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands	Total	Cumulative Effect, Period of Adoption, Adjustment	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Income (Loss)	Treasury Stock	Accumulated Deficit	Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment
Beginning balance (in shares) at Jun. 30, 2020			48,147			5,975
Beginning balance at Jun. 30, 2020	$ 392,334	$ 56	$ 48	$ 764,906	$ (48,675)	$ (143,333)	$ (180,612)	$ 56
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock for employee stock purchase plan and upon exercise of stock options (in shares)						(75)
Issuance of common stock for employee stock purchase plan and upon exercise of stock options	2,168			379		$ 1,789
Vesting of restricted stock awards (in shares)			247
Vesting of restricted stock awards	1		$ 1
Issuance of common stock in connection with acquisition (in shares)			166
Issuance of common stock in connection with acquisition	8,183			8,183
Stock compensation plan expense	9,989			9,989
Minimum pension liability adjustments, net of tax	(233)				(233)
Net (loss) income	391						391
Unrealized gain (loss) on available for sale securities, net of tax	(25)				(25)
Change in fair value on interest rate hedging instruments	446				446
Foreign currency translation adjustment	9,106				9,106
Ending balance (in shares) at Sep. 30, 2020			48,560			5,900
Ending balance at Sep. 30, 2020	422,416		$ 49	783,457	(39,381)	$ (141,544)	(180,165)
Beginning balance (in shares) at Jun. 30, 2021			49,294			6,057
Beginning balance at Jun. 30, 2021	456,234		$ 49	819,392	(16,081)	$ (150,282)	(196,844)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock for employee stock purchase plan and upon exercise of stock options (in shares)						(78)
Issuance of common stock for employee stock purchase plan and upon exercise of stock options	2,313			278		$ 2,035
Vesting of restricted stock awards (in shares)			292
Repurchase of common stock to be held in treasury (in shares)						517
Repurchase of common stock to be held in treasury	(21,499)					$ (21,499)
Stock compensation plan expense	13,893			13,893
Minimum pension liability adjustments, net of tax	(142)				(142)
Net (loss) income	(4,907)						(4,907)
Unrealized gain (loss) on available for sale securities, net of tax	1				1
Change in fair value on interest rate hedging instruments	416				416
Foreign currency translation adjustment	(5,570)				(5,570)
Ending balance (in shares) at Sep. 30, 2021			49,586			6,496
Ending balance at Sep. 30, 2021	$ 440,739		$ 49	$ 833,563	$ (21,376)	$ (169,746)	$ (201,751)

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Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Operating activities:
Net (loss) income	$ (4,907)	$ 391
Adjustments to reconcile net loss to net cash provided by operating activities:
Amortization of acquisition-related intangible assets	5,071	5,029
Stock-based compensation plan expense	13,912	9,973
Depreciation and other amortization	9,195	7,699
Deferred income tax benefit	(4,641)	227
Change in provision for allowances on accounts receivable	(146)	89
Amortization of debt issuance costs	103	103
Amortization of premium on investments	30	5
Fair value adjustment on other investments	(83)	0
Gain on other investments	0	(48)
Loss on disposal of equipment	4	15
Gain on foreign exchange	(255)	(53)
Changes in operating assets and liabilities:
Accounts receivable	5,383	2,349
Prepaid expenses and other current assets	(3,501)	(1,971)
Operating lease right-of-use asset, net	(1,225)	303
Other assets	(177)	(1,164)
Accounts payable	(904)	(824)
Accrued expenses	5,700	(1,565)
Operating lease liabilities	1,657	146
Customer account liabilities	(2,189)	563
Deferred revenue	(12,858)	(13,484)
Other liabilities	77	127
Net cash provided by operating activities	10,246	7,910
Investing activities:
Acquisition of businesses and assets, net of cash acquired	(115)	(9,892)
Investment distributions received	81	0
Purchases of other investments	(35)	0
Issuance of note receivable	0	(1,600)
Purchases of available-for-sale securities	(900)	(2,929)
Proceeds from sales of available-for-sale securities	2,900	2,900
Capital expenditures, including capitalization of software costs	(11,717)	(8,628)
Net cash used in investing activities	(9,786)	(20,149)
Financing activities:
Repurchase of common stock	(20,802)	0
Proceeds from exercise of stock options and employee stock purchase plan	2,313	2,168
Net cash (used) provided in financing activities	(18,489)	2,168
Effect of exchange rate changes on cash	(1,108)	3,294
Decrease in cash, cash equivalents and restricted cash	(19,137)	(6,777)
Cash, cash equivalents and restricted cash at beginning of period	143,768	201,136
Cash, cash equivalents and restricted cash at end of period	124,631	194,359
Cash and cash equivalents at end of period	117,200	187,215
Cash held for customers at end of period	7,431	7,144
Cash, cash equivalents and restricted cash at end of period	124,631	194,359
Supplemental disclosures of non-cash investing activities:
Issuance of common stock in connection with acquisition	0	8,183
Repurchases of common stock not funded in the period	$ 697	$ 0

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Basis of Presentation	3 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation    The accompanying unaudited condensed consolidated financial statements of Bottomline Technologies, Inc. (referred to below as we, us, our or Bottomline) have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States (GAAP) for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals and adjustments) considered necessary for a fair presentation of the interim financial information have been included. Operating results for the three months ended September 30, 2021 are not necessarily indicative of the results that may be expected for any other interim period or for the fiscal year ending June 30, 2022. For further information, refer to the consolidated financial statements and footnotes included in the Annual Report on Form 10-K as filed with the Securities and Exchange Commission on August 30, 2021.

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Recent Accounting Pronouncements

3 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Accounting Pronouncements to be Adopted

    Interest Rate Reform: In March 2020, the Financial Accounting Standards Board (FASB) issued an accounting standard update to address financial reporting related to the transition from the London Interbank Offered Rate (LIBOR) to alternative reference rates. The standard provides optional expedients and exceptions to existing guidance for the accounting of contracts and hedging relationship modified as a result of reference rate reform. We may elect to apply the standard prospectively to contracts modified on or before December 31, 2022. We are currently evaluating the impact the adoption of this standard will have on our financial statements.

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Revenue Recognition

3 Months Ended

Sep. 30, 2021

Revenue from Contract with Customer [Abstract]

Revenue Recognition

Revenue Recognition

    Remaining Performance Obligations

    The transaction price we allocate to remaining performance obligations that are unsatisfied, or partially unsatisfied, as of September 30, 2021 represents contracted revenue that will be recognized in future periods. Our future performance obligations consist primarily of SaaS / stand-ready performance obligations relating to future periods, contracted but uncompleted professional services obligations and support and maintenance obligations. During the three months ended September 30, 2021 and 2020, the amount of revenue recognized from performance obligations satisfied in prior periods was not significant.

The transaction price allocated to unsatisfied performance obligations was $461 million as of September 30, 2021 of which we expect to recognize approximately $194.2 million over the next twelve months and the remainder thereafter. The timing of the amounts we estimate recognizing in revenue is based primarily on the estimated go-live dates of our hosted arrangements, or the date the customer has been provided access to the solution. These estimated dates can change for a variety of reasons and the timing of our recognition of revenue is affected by these changes. Once the implementation services for our hosted solutions have concluded, we generally anticipate that the amount of revenue that will be recognized after the next twelve months will be recognized in a relatively consistent amount over the following two to five year periods. We exclude from our measure of remaining performance obligations amounts related to future transactional or usage-based fees for which the value of services transferred to the customer will correspond to the amount we will invoice for those services.

    Contract Assets and Liabilities

    The table below presents our contract assets and deferred revenue balances as of September 30, 2021 and June 30, 2021.

	September 30,	June 30,
	2021	2021	$ Change
	(in thousands)
Contract assets	7,329	6,627	702
Deferred revenue	87,335	101,238	(13,903)

    Contract assets arise when we recognize revenue in excess of amounts billed to the customer and the right to payment is contingent on conditions other than simply the passage of time, such as the future completion of a related performance obligation. Contract assets are classified in our consolidated balance sheets as other current assets for those contract assets with recognition periods of one year or less and other assets for contract assets with recognition periods greater than one year. We assess outstanding accounts receivable and contract assets for credit loss on an ongoing basis. In estimating credit losses, we pool accounts with similar risk characteristics. Accounts that do not share the same risk characteristics are assessed for credit loss on an individual basis. The

allowance for credit losses is based on historical loss data, customer specific information and current market conditions. Historically, our bad debt expense has not been significant.

Deferred revenue consists of billings or customer payments in excess of amounts recognized as revenue. The decrease in deferred revenue at September 30, 2021 as compared to June 30, 2021 reflects our recognition of revenue from maintenance contracts, a significant portion of which are billed on a calendar year basis.

    For the three months ended September 30, 2021 and 2020, we recognized $46.6 million and $40.3 million, respectively, in revenue from amounts that were included in deferred revenue as of June 30, 2021 and 2020, respectively.

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Fair Value

3 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Fair Value

Fair Value

Fair Values of Assets and Liabilities

    We measure fair value at the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the assumptions that market participants would use in pricing an asset or liability (the inputs) are based on a tiered fair value hierarchy consisting of three levels, as follows:

Level 1: Observable inputs such as quoted prices for identical assets or liabilities in active markets.

Level 2: Other inputs that are observable directly or indirectly, such as quoted prices for similar instruments in active markets or for similar markets that are not active.

Level 3: Unobservable inputs for which there is little or no market data which require us to develop our own assumptions about how market participants would price the asset or liability.

    Valuation techniques for assets and liabilities include methodologies such as the market approach, the income approach or the cost approach, and may use unobservable inputs such as projections, estimates and management’s interpretation of current market data. These unobservable inputs are only utilized to the extent that observable inputs are not available or cost-effective to obtain.

    At September 30, 2021 and June 30, 2021, our assets and liabilities measured at fair value on a recurring basis were as follows:

	September 30, 2021								June 30, 2021
	Fair Value Measurements Using Input Types								Fair Value Measurements Using Input Types
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
	(in thousands)
Assets
Money market funds (cash and cash equivalents)	$	2,362	$	—	$	—	$	2,362	$	340	$	—	$	—	$	340
Available for sale securities - Debt
Government - U.S. treasury securities	—		8,121		—		8,121		—		10,150		—		10,150
Total available for sale securities	$	—	$	8,121	$	—	$	8,121	$	—	$	10,150	$	—	$	10,150
Other investments (long-term)	—		983		1,051		2,034		—		966		1,014		1,980
Total assets	$	2,362	$	9,104	$	1,051	$	12,517	$	340	$	11,116	$	1,014	$	12,470
Liabilities
Interest rate swap (short-term)	$	—	$	1,522	$	—	$	1,522	$	—	$	1,564	$	—	$	1,564
Interest rate swap (long-term)	$	—	$	1,176	$	—	$	1,176	$	—	$	1,550	$	—	$	1,550
Total liabilities	$	—	$	2,698	$	—	$	2,698	$	—	$	3,114	$	—	$	3,114

Fair Value of Financial Instruments

    We have certain financial instruments which consist of cash and cash equivalents, cash held for customers, marketable securities, accounts receivable, contract assets, equity securities, accounts payable, customer account liabilities, certain derivative instruments, assets related to deposits made to fund future requirements associated with Israeli severance arrangements and debt drawn on our Credit Facility (as defined in Note 11). Fair value information for each of these instruments is as follows:

•    Cash and cash equivalents, cash held for customers, accounts receivable, contract assets, accounts payable and customer account liabilities fair values approximate their carrying values, due to the expected duration of these instruments.

•    Marketable securities classified as held to maturity, all of which mature within one year, are recorded at amortized cost, which at September 30, 2021 and June 30, 2021, approximated fair value.

•    Marketable debt securities classified as available for sale are recorded at fair value. Unrealized gains and losses are included as a component of accumulated other comprehensive income (loss) in stockholders’ equity, net of tax. We use the specific identification method to determine any realized gains or losses from the sale of our marketable debt securities classified as available for sale. We assess securities with an amortized cost basis in excess of estimated fair value for credit loss. As of September 30, 2021 and June 30, 2021, the unrealized losses associated with available for sale securities were not material. No credit loss has been recorded as we do not intend to sell the investments prior to recovering their amortized costs basis.

•    The fair value of our interest rate swaps are based on the present value of projected cash flows that will occur over the life of the instruments, after considering certain contractual terms and counterparty credit risk.

•     We hold certain other investments accounted for at fair value. The fair value of these investments was $2.0 million at September 30, 2021 and June 30, 2021, respectively. The estimated fair value for approximately $1.1 million of these investments, which are in a private equity fund, are Level 3 measurements as they rely on significant unobservable inputs and, depending on the specific nature of the investment, consider such factors as pricing models that consider a comparative analysis of acquisitions and pricing multiples from market participants as well as discounted cash flow analyses. We also have investments for which there is no readily determinable fair value. The carrying value of these investments was $12.0 million at September 30, 2021 and June 30, 2021, respectively, and are reported as a component of other assets. Investments for which we cannot readily determine fair value are recorded at cost, less impairment (if any), plus or minus adjustments for observable price changes.

•     We have borrowings of $130 million against our Credit Facility. The fair value of these borrowings, which are classified as Level 2, approximates their carrying value at September 30, 2021 as the instrument carries a variable rate of interest which reflects current market rates.

Marketable Securities

    The table below presents information regarding our marketable securities by major security type as of September 30, 2021 and June 30, 2021.

	September 30, 2021						June 30, 2021
	Held to Maturity		Available for Sale		Total		Held to Maturity		Available for Sale		Total
	(in thousands)
Marketable securities:
Government and other debt securities	$	64	$	8,121	$	8,185	$	66	$	10,150	$	10,216
Total marketable securities	$	64	$	8,121	$	8,185	$	66	$	10,150	$	10,216

    The following table summarizes the estimated fair value of our investments in available for sale marketable securities classified by the contractual maturity date of the securities:

	September 30, 2021
	(in thousands)
Due within 1 year	$	8,121
Due in 1 year through 5 years	—
Total	$	8,121

    All of our available for sale marketable securities are classified as current assets.

    The following table presents the aggregate fair values and gross unrealized losses for those available for sale investments that were in an unrealized loss position as of September 30, 2021 and June 30, 2021, respectively, aggregated by investment category and the length of time that individual securities have been in a continuous loss position:

	At September 30, 2021				At June 30, 2021
	Less than 12 Months
	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
	(in thousands)
Government - U.S. treasury securities	$	5,110	$	(3)	$	5,930	$	(1)
Total	$	5,110	$	(3)	$	5,930	$	(1)

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Business and Asset Acquisitions

3 Months Ended

Sep. 30, 2021

Business Combinations [Abstract]

Business and Asset Acquisitions

Business and Asset Acquisitions

Prior Year Acquisitions

TreasuryXpress

On January 2021 we acquired French-headquartered TreasuryXpress Holding SAS (TX) for a total purchase price of $31.9 million in cash. Additionally, we issued 66,403 shares of our common stock to certain selling stockholders of TX with vesting conditions tied to continued employment with us. These shares are compensatory and we will record share-based payment expense over their vesting period of five years.

The allocation of the purchase price remains preliminary, as we are still obtaining fair value estimates for the intangible assets acquired. As of September 30, 2021, we have recorded $20.3 million of goodwill. The goodwill is not deductible for tax purposes and arose principally due to the anticipated future benefits arising from the acquisition. Identifiable intangible assets of $17.3 million consisting of acquired technology, customer related assets and a trade name are being amortized over a weighted average estimated useful life of 10 years.

Our acquisition of TX, a leading provider of cloud-based treasury management solutions for corporations and banks around the world, extended our geographic presence in France, the United States and the Middle-East. The operating results of TX are an immaterial component of our Payment Platforms operating segment. TX operating results did not have a material impact on our revenue or net loss and acquisition related costs of approximately $1.7 million were recorded as a component of general and administrative expenses.

AnaSys AG

In July 2020 we acquired Switzerland-based AnaSys AG (AnaSys) for a total purchase price of $13.9 million. The purchase price consisted of a cash payment of 5.2 million Swiss Francs (approximately $5.7 million based on the foreign exchange rate in effect at the acquisition date) and 166,393 shares of our common stock valued at $8.2 million on the closing date of the transaction. Additionally, we issued 28,000 shares of our common stock to certain selling stockholders of AnaSys with vesting conditions tied to continued employment with us. These shares are compensatory and we are recording share-based payment expense over their vesting period of five years.

In allocation of the purchase price, we recorded $10.7 million of goodwill, $6.3 million of identifiable intangible assets and a $2.8 million post retirement liability. The goodwill is not deductible for income tax purposes and arose principally due to the anticipated future benefits arising from the acquisition. Identifiable intangible assets, consisting of customer and technology related assets, are being amortized over a weighted average estimated useful life of 13 years.

Our acquisition of AnaSys, a provider of financial messaging solutions, extended our geographic presence in Switzerland and Germany and expanded our customer base. The operating results of AnaSys are a component of our Banking Solutions segment. AnaSys operating results did not have a material impact on our revenue or net loss and acquisition related costs of approximately $0.3 million were recorded as a component of general and administrative expenses.

FMR Systems, Inc.

In July 2020, we acquired customer assets and intellectual property from FMR Systems, Inc (FMR), a small corporate and commercial onboarding software provider, for an up-front cash payment of $2.0 million and deferred cash payments of $0.3 million. We will leverage FMR's technology to build a next generation commercial onboarding product.

In the allocation of the purchase price we recorded $1.0 million of goodwill. The goodwill is deductible for income tax purposes and arose principally due to the anticipated future benefits arising from the acquisition. Identifiable intangible assets of $1.7 million, consisting primarily of technology related assets, are being amortized over a weighted average estimated useful life of 9 years. FMR's operating results are included in our Banking Solutions segment from the acquisition date forward and all goodwill was allocated to this segment. FMR's operating results did not have a material impact on our revenue or net loss and acquisition related costs were not material.

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Net (Loss) Income Per Share

3 Months Ended

Sep. 30, 2021

Earnings Per Share [Abstract]

Net (Loss) Income Per Share

Net (Loss) Income Per Share

    The following table sets forth the computation of basic and diluted net loss per share:

	Three Months Ended September 30,
	2021		2020
	(in thousands, except per share amounts)
Numerator - basic and diluted:
Net (loss) income	$	(4,907)	$	391
Denominator:
Shares used in computing basic (loss) income per share attributable to common stockholders	43,273		42,457
Impact of dilutive securities	—		314
Shares used in computing diluted net (loss) income per share attributable to common stockholders	43,273		42,771
Basic and diluted net (loss) income per share attributable to common stockholders	$	(0.11)	$	0.01

For the three months ended September 30, 2021, approximately 2.6 million shares of unvested restricted stock and shares underlying stock options were excluded from the calculation of diluted earnings per share as their effect on the calculation would have been anti-dilutive.

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Operations by Segments and Geographic Areas

3 Months Ended

Sep. 30, 2021

Segment Reporting [Abstract]

Operations by Segments and Geographic Areas

Operations by Segments and Geographic Areas

Segment Information

    Operating segments are the components of our business for which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Our chief operating decision maker is our chief executive officer. Our operating segments are generally organized by the type of product or service offered and by geography.

During the quarter ended September 30, 2021 we realigned our internal financial reporting to provide for more specific visibility into key product lines, which resulted in a change to our externally reportable segments. Specifically, our prior Cloud Solutions segment was renamed Payment Platforms and includes the revenue and operating results of our Paymode-X and PTX payment platforms. Our Legal Spend Management Solutions have been presented as a stand-alone operating segment, having previously been a component of our Cloud Solutions segment. Finally, our Financial Messaging solutions, previously a component of our Cloud Solutions segment, has been included as a component of our Banking Solutions segment. Our prior Payments and Documents segment has been renamed to Traditional Solutions, with no change to the composition of the revenue and operating activity included in this segment. These changes are reflected for all financial periods presented.

    Similar operating segments have been aggregated into the following five reportable segments:

Payment Platforms. Our Payment Platforms segment includes our Paymode-X and PTX solutions, our largest and fastest growing payment platforms. These solutions are SaaS technology offerings through which businesses can streamline the invoice-to-pay process, automate workflows accelerate approvals and enhance efficiency and security. Each solution supports a variety of payment options including virtual card, ACH, check, wire and others. These solutions are highly scalable, easy to implement, secure and cost effective. Revenue within this segment is generally recognized on a subscription or transaction basis.

Banking Solutions. Our Banking Solutions segment provides solutions that are specifically designed for banking and financial institution customers. Our Banking Solutions products are sold predominantly on a hosted basis, with revenue recognized on a subscription or transaction basis.

Legal Spend Management. Our legal spend management solutions enable customers to create more efficient processes for managing invoices generated by outside law firms while offering insight into important legal spend factors such as expense monitoring and outside counsel performance. Revenue within this segment is generally recognized on a subscription or transaction basis.

Traditional Solutions. Our Traditional Solutions segment supplies financial business process management software solutions, including making and collecting payments, sending and receiving invoices, and generating and storing business documents. When licensed for on-premise deployment, software license revenue is typically recorded upon delivery of the software and commencement of the license term. If the solution is hosted by us, we typically record revenue over time. Professional services revenue is normally recorded as we perform the work and software support and maintenance revenue is recorded ratably over the support period.

Other. Our Other segment consists of our fraud and financial crime solutions and our healthcare solutions. The Other segment loss reported below is attributable to the operating results of our fraud and financial crime solutions, which reflects the revenue contribution from a legacy sales channel we acquired and the burden of certain other centralized costs; however, our fraud solutions are sold by several of our operating segments. Our healthcare solutions focus on eliminating paper intensive processes and providing electronic signature and mobile document capabilities to allow healthcare organizations to improve efficiency and reduce costs. Software revenue for perpetual licenses of our fraud and financial crime and healthcare products is typically recorded upon delivery of the software and commencement of the license term. Professional services revenue is recorded as we perform the work and software support and maintenance revenue is recorded ratably over the support period which is normally twelve months.

    Periodically, a sales person in one operating segment will sell products and services that are typically sold within a different operating segment. In such cases, the transaction is generally recorded by the operating segment to which the sales person is assigned. Accordingly, segment results can include the results of transactions that have been allocated to a specific segment based on the contributing sales resources, rather than the nature of the product or service. Conversely, a transaction can be recorded by the operating segment primarily responsible for delivery to the customer, even if the sales person is assigned to a different operating segment.

    Our chief operating decision maker assesses segment performance based on a variety of factors that normally include segment revenue and a segment measure of profit or loss. Each segment’s measure of profit or loss is on a pre-tax basis and excludes certain items as presented in our reconciliation of the measure of total segment profit to GAAP income (loss) before income taxes that follows. There are no inter-segment sales; accordingly, the measure of segment revenue and profit or loss reflects only revenues from external customers. The costs of certain corporate level expenses, primarily general and administrative expenses, are allocated to our operating segments based on a percentage of the segment’s revenues.

    We do not track or assign our assets by operating segment.

    Segment information for the three months ended September 30, 2021 and 2020 according to the segment descriptions above, is as follows:

	Three Months Ended September 30,
	2021		2020
	(in thousands)
Segment revenue:
Payment Platforms	$	33,807	$	25,367
Banking Solutions	47,681		45,229
Legal Spend Management	22,063		20,550
Traditional Solutions	16,192		17,396
Other	3,862		3,823
Total segment revenue	$	123,605	$	112,365
Segment measure of profit (loss):
Payment Platforms	$	5,824	$	5,755
Banking Solutions	3,753		7,212
Legal Spend Management	5,208		4,586
Traditional Solutions	3,114		4,100
Other	(3,976)		(3,107)
Total measure of segment profit	$	13,923	$	18,546

    A reconciliation of the total measure of segment profit to our GAAP (loss) income before income taxes is as follows:

	Three Months Ended September 30,
	2021		2020
	(in thousands)
Total measure of segment profit	$	13,923	$	18,546
Less:
Amortization of acquisition-related intangible assets	(5,071)		(5,029)
Stock-based compensation plan expense	(13,912)		(9,973)
Acquisition and integration-related expenses	(201)		(245)
Restructuring expense	(386)		(70)
Other non-core expense	(110)		(48)
Shareholder engagement fees	(947)		—
Other expense, net of pension adjustments	(1,008)		(1,026)
(Loss) income before income taxes	$	(7,712)	$	2,155

    The following depreciation and other amortization expense amounts are included in the measure of segment profit:

	Three Months Ended September 30,
	2021		2020
	(in thousands)
Depreciation and other amortization expense:
Payment Platforms	$	2,831	$	2,387
Banking Solutions	3,935		3,164
Legal Spend Management	1,681		1,602
Traditional Solutions	362		270
Other	386		276
Total depreciation and other amortization expense	$	9,195	$	7,699

Disaggregation of Revenue

    The tables below present our subscriptions revenue and total revenue disaggregated by major product classification for the three months ended September 30, 2021 and 2020.

	Three Months Ended September 30, 2021
	Subscription		Software		Professional Services, Maintenance and Other		Total
	(in thousands)
Payment Platforms	$	33,504	$	—	$	303	$	33,807
Banking Solutions	40,935		77		6,669		47,681
Legal Spend Management	22,060		—		3		22,063
Traditional Solutions	6,026		439		9,727		16,192
Other	971		411		2,480		3,862
Total revenues	$	103,496	$	927	$	19,182	$	123,605

	Three Months Ended September 30, 2020
	Subscription		Software		Professional Services, Maintenance and Other		Total
	(in thousands)
Payment Platforms	$	25,280	$	—	$	87	$	25,367
Banking Solutions	37,953		104		7,172		45,229
Legal Spend Management	20,550		—		—		20,550
Traditional Solutions	5,681		748		10,967		17,396
Other	920		125		2,778		3,823
Total revenues	$	90,384	$	977	$	21,004	$	112,365

For the quarter ended September 30, 2021 we derived 84% of our revenue from subscription-based arrangements. The majority of our non-subscription revenue is derived from software support and maintenance fees and from professional services, with the largest concentration of this revenue being derived from our legacy business payments and documents products in our Traditional Solutions segment.

    Geographic Information

    We have presented geographic information about our revenues below. This presentation allocates revenue based on the point of sale, not the location of the customer. Accordingly, we derive revenues from geographic locations based on the location of the customer that would vary from the geographic areas listed here.

	Three Months Ended September 30,
	2021		2020
	(in thousands)
Revenues from unaffiliated customers:
United States	$	74,994	$	68,981
United Kingdom	30,630		27,694
Switzerland	12,395		10,867
Other	5,586		4,823
Total revenues from unaffiliated customers	$	123,605	$	112,365

    Long-lived assets based on geographical location, excluding deferred tax assets and intangible assets, were as follows:

	At September 30,		At June 30,
	2021		2021
	(in thousands)
Long-lived assets:
United States	$	80,913	$	82,816
United Kingdom	42,756		44,455
Other	19,905		17,453
Total long-lived assets	$	143,574	$	144,724

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Income Taxes

3 Months Ended

Sep. 30, 2021

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes    The income tax expense we record in any interim period is based on our estimated effective tax rate for the fiscal year for those tax jurisdictions in which we can reliably estimate that rate. The calculation of our estimated effective tax rate requires an estimate of pre-tax income by tax jurisdiction as well as total tax expense for the fiscal year. Accordingly, our annual estimated effective tax rate is subject to adjustment if there are changes to our initial estimates of total tax expense or pre-tax income, including the mix of income by jurisdiction. For those tax jurisdictions for which we are unable to reliably estimate an overall effective tax rate, we calculate income tax expense based upon the actual effective tax rate for the year-to-date period.

Provision for Income Taxes

    We recorded income tax benefit of $2.8 million and income tax expense of $1.8 million for the three months ended September 30, 2021 and 2020, respectively. In the three months ended September 30, 2021, income tax benefit was primarily attributable to our U.S. operations, partially offset by tax expense attributable to our United Kingdom (UK) and Switzerland operations. In the three months ended September 30, 2020, the income tax expense was attributable to our U.S., UK and Switzerland operations and a discrete tax expense of $0.7 million as a result of tax legislation enacted in the UK that increased the UK statutory tax rate from 17 percent to 19 percent.

    We currently anticipate that our unrecognized tax benefits will decrease within the next twelve months by approximately $0.9 million as a result of the expiration of certain statutes of limitations associated with intercompany transactions subject to tax in multiple jurisdictions.

    We record a deferred tax asset if we believe that it is more likely than not that we will realize a future tax benefit. Ultimate realization of any deferred tax asset is dependent on our ability to generate sufficient future taxable income in the appropriate tax jurisdiction before the expiration of carryforward periods, if any. Our assessment of deferred tax asset recoverability considers many different factors including historical and projected operating results, the reversal of existing deferred tax liabilities that provide a source of future taxable income, the impact of current tax planning strategies and the availability of future tax planning strategies. We establish a valuation allowance against any deferred tax asset for which we are unable to conclude that recoverability is more likely than not.

    At September 30, 2021, we had a total valuation allowance of $42.2 million against our deferred tax assets given the uncertainty of recoverability of these amounts.

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Goodwill and Other Intangible Assets

3 Months Ended

Sep. 30, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

Goodwill and Other Intangible Assets

    Acquired intangible assets are initially recorded at fair value and tested periodically for impairment. Goodwill represents the excess of the purchase price over the fair value of identifiable tangible and intangible assets acquired and liabilities assumed in a business combination and is tested at least annually for impairment. We perform an impairment test of goodwill during the fourth quarter of each fiscal year or sooner, if indicators of potential impairment arise.

    At September 30, 2021, the carrying value of goodwill for all of our reporting units was $242.9 million.

    The following tables set forth the information for intangible assets subject to amortization and for intangible assets not subject to amortization.

	As of September 30, 2021
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Value		Weighted Average Remaining Life
	(in thousands)						(in years)
Amortized intangible assets:
Customer related	$	232,435	$	(176,930)	$	55,505	7.0
Core technology	154,682		(108,336)		46,346		7.3
Other intangible assets	23,241		(21,025)		2,216		4.5
Capitalized software development costs	29,760		(20,133)		9,627		2.7
Software (1)	111,651		(61,587)		50,064		3.7
Total	$	551,769	$	(388,011)	$	163,758
Unamortized intangible assets:
Goodwill					242,863
Total intangible assets					$	406,621

	As of June 30, 2021
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Value		Weighted Average Remaining Life
	(in thousands)						(in years)
Amortized intangible assets:
Customer related	$	235,366	$	(175,841)	$	59,525	7.2
Core technology	154,254		(107,008)		47,246		7.5
Other intangible assets	23,504		(20,984)		2,520		4.8
Capitalized software development costs	29,217		(18,843)		10,374		2.6
Software (1)	101,898		(58,872)		43,026		4.0
Total	$	544,239	$	(381,548)	$	162,691
Unamortized intangible assets:
Goodwill					246,698
Total intangible assets					$	409,389

——————

(1)Software includes purchased software and software developed for internal use.

    Estimated amortization expense for the remainder of fiscal year 2022 and subsequent fiscal years for acquired intangible assets, capitalized software development costs and software, in each case that have been placed in service as of September 30, 2021, is as follows:

	Acquired Intangible Assets		Capitalized Software Development Costs		Software
	(in thousands)
Remaining 2022	$	14,907	$	3,912	$	12,106
2023	18,821		2,371		11,505
2024	16,976		1,616		9,397
2025	14,510		943		6,168
2026	13,566		360		2,917
2027 and thereafter	25,287		8		601

    Each period, for capitalized software development costs, we evaluate whether amortization expense using a ratio of revenue in the period to total expected revenue over the product’s expected useful life would result in greater amortization than as calculated under a straight-line methodology and, if that were to occur, amortization in that period would be accelerated accordingly.

    The following table represents a roll forward of our goodwill balances, by reportable segment:

	Payment Platforms		Banking Solutions		Legal Spend Management		Traditional Solutions		Other (1)		Total
	(in thousands)
Balance at June 30, 2021	$	151,765	$	40,534	$	—	$	46,205	$	8,194	$	246,698
Goodwill reclassified as a result of segment reorganization	(88,767)		61,310		27,457						—
Measurement period adjustment	(868)		—		—		—		—		(868)
Goodwill acquired during the period	—		—		—		—		—		—
Impact of foreign currency translation	(1,514)				—		(1,453)		—		(2,967)
Balance at September 30, 2021	$	60,616	$	101,844	$	27,457	$	44,752	$	8,194	$	242,863

——————

(1)Other goodwill balance is net of $7.5 million accumulated impairment losses, previously recorded.

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Commitments and Contingencies

3 Months Ended

Sep. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Leases

We determine if any arrangement is, or contains, a lease at its inception based on whether or not we have the right to control the asset during the contract period. We are a lessee in any lease contract when we obtain the right to control the asset.

We determine the lease term by assuming the exercise of options that are reasonably certain. Leases with a lease term of 12 months or less at inception are not reflected in our balance sheet and those lease costs are expensed on a straight-line basis over the respective term. Leases with a term greater than 12 months are reflected as non-current right-of-use (ROU) assets and current and non-current lease liabilities in our consolidated balance sheets. Current lease liabilities are classified as a component of accrued expenses and other current liabilities.

As the implicit interest rate in our leases is generally not known, we use our incremental borrowing rate as the discount rate for purposes of determining the present value of our lease liabilities. Our determination of the incremental borrowing rate takes into consideration the expected term of the lease, the effect of the currency in which the lease is denominated and the rate of interest we would expect to incur on a collateralized debt instrument. At September 30, 2021, our weighted average discount rate utilized for our leases was 6.0%

When our contracts contain lease and non-lease elements, we account for both as a single lease component.

We lease office space in cities worldwide under facility leases that expire at various dates. We are typically required to pay certain incremental operating costs above the base rent for our facility leases. Our leases may include periodic payment adjustments based on changes in applicable price indexes. To the extent the adjustment is considered a fixed payment it is included in the measurement of the ROU asset and lease liability, otherwise it is recognized in the period incurred. We also have a variety of data center locations and, to a lesser extent, vehicle and equipment leases. Our facility leases represent the substantial majority of our operating leases and often include renewal options that we can exercise unilaterally. At September 30, 2021, renewal options ranged from 3 months to 10 years.

At September 30, 2021, our operating leases had a weighted average remaining lease term of 8.4 years and we had no material finance leases.

Additional information of our lease activity, as of and for the three months ended September 30, 2021 is as follows:

	Three Months Ended September 30,
Operating leases:	2021
	(in thousands)
Operating lease cost	$	1,844
Short-term lease cost	98
Variable lease cost	505
Sublease income	(63)
Total lease cost	$	2,384

	September 30, 2021
	(in thousands)
Right-of-use assets, net	$	28,732
Operating lease liabilities, current (1)	6,247
Operating lease liabilities, non-current	27,996
Total operating lease liabilities	$	34,243

——————

(1)    Included as a component of accrued expenses and other current liabilities.

	Three Months Ended September 30,
	2021
	(in thousands)
Cash paid for amounts included in the measurement of lease liabilities	$	1,942
Right-of-use assets obtained in exchange for lease obligations	$	3,065

The increase in our ROU assets and lease liabilities during the three months ended September 30, 2021 is primarily due to a new facility lease in India.

Remaining maturities of lease liabilities at September 30, 2021 were as follows:

For the year ending June 30,	Operating Leases
	(in thousands)
2022	$	6,203
2023	6,903
2024	4,440
2025	4,029
2026	4,057
Thereafter	19,261
Total lease payments	44,893
Less imputed interest	(10,650)
Total lease liabilities	$	34,243

As of September 30, 2021, we had additional operating leases that had not yet commenced of $3.4 million. These operating leases will commence in fiscal year 2022 and have a lease term between 12 months to 13 years.

Legal Matters

    We are, from time to time, a party to legal proceedings and claims that arise out of the ordinary course of our business. We are not currently a party to any legal proceedings we believe would have a material impact on our financial position or operating results.

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Indebtedness

3 Months Ended

Sep. 30, 2021

Debt Disclosure [Abstract]

Indebtedness

Indebtedness

Credit Agreement

We are party to a credit agreement with Bank of America, N.A. and certain other lenders (the Credit Agreement) that provides for a revolving credit facility in the amount of up to $300 million (the Credit Facility) and that expires in July 2023. We have the right to request an increase of the aggregate commitments under the Credit Facility by up to an additional $150 million, subject to specified conditions. At September 30, 2021, we owed $130 million under the Credit Facility.

Borrowings under the Credit Facility may be used for lawful corporate purposes of Bottomline and its subsidiaries, including acquisitions, share repurchases, capital expenditures, the repayment or refinancing of indebtedness and general corporate purposes. The Credit Facility is available for the issuance of up to $20 million of letters of credit and up to $20 million of swing line loans.

The Credit Agreement contains customary representations, warranties and covenants, including, but not limited to, material adverse events, specified restrictions on indebtedness, liens, investments, acquisitions, sales of assets, dividends and other restricted payments, and transactions with affiliates. We are required to comply with (a) a maximum consolidated net leverage ratio of 3.50 to 1.00; and (b) a minimum consolidated interest coverage ratio of 3.00 to 1.00. The Credit Agreement also contains customary events of default and related cure provisions. As of September 30, 2021, we were in compliance with all covenants.

The Credit Agreement is guaranteed by us (as borrower) and certain of our existing and future domestic material restricted subsidiaries (the Guarantors) and is secured by substantially all of our domestic assets and those of the Guarantors, including a pledge of all the shares of capital stock of the Guarantors and 65% of the shares of the capital stock of our first-tier foreign subsidiaries or those of any Guarantor, in each case subject to certain exceptions as set forth in the Credit Agreement. The collateral does not include, among other things, any real property or the capital stock or any assets of any unrestricted subsidiary.

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Derivative Instruments

3 Months Ended

Sep. 30, 2021

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments

Derivative Instruments

Cash Flow Hedges

Interest Rate Swap Agreements

We utilize interest rate swap agreements to hedge our exposure to interest rate risk. At September 30, 2021, we had two outstanding interest rate swap agreements with notional values of $100 million and $80 million.

The notional value of each interest rate swap agreement is expected to match the corresponding principal amount of a portion of our borrowings under the Credit Facility.

The $100 million notional value agreement is effective as of December 1, 2017 and expires on December 1, 2021. During this period, the notional amount will have a fixed interest rate of 1.9275% and Citizens Bank, National Association, as counterparty to the agreement, will pay us interest at a floating rate based on the 1 month USD-LIBOR-BBA swap rate on the notional amount. Interest payments are made quarterly on a net settlement basis.

The $80 million notional value agreement is effective as of December 1, 2021 and expires on July 16, 2023. During this period, the notional amount will have a fixed interest rate of 2.125% and Bank of America, N.A., as counterparty to the agreement, will pay us interest at a floating rate based on the 1 month USD-LIBOR-BBA swap rate on the notional amount. Interest payments will be made monthly on a net settlement basis.

We designated the interest rate swaps as hedging instruments and they qualified for hedge accounting upon inception and at September 30, 2021. To continue to qualify for hedge accounting, the instruments must retain a “highly effective” ability to hedge interest rate risk for borrowings under the Credit Facility. We are required to test hedge effectiveness at the end of each financial reporting period. If a derivative qualifies for hedge accounting, changes in fair value of the hedge instrument are recognized in accumulated other comprehensive income (loss) (AOCI) and subsequently reclassified into earnings in the period that the hedged transaction affects earnings. The reclassification into earnings is recorded as a component of our interest expense within other expense, net. If the instrument were to lose some or all of its hedge effectiveness, changes in fair value for the “ineffective” portion of the instrument would be recorded immediately in earnings.

The fair values of the interest rate swaps and their respective locations in our consolidated balance sheets at September 30, 2021 and June 30, 2021 were as follows:

Description	Balance Sheet Location	September 30, 2021		June 30, 2021
Derivative interest rate swaps		(in thousands)
Short-term derivative liability	Accrued expenses and other current liabilities	$	1,522	$	1,564
Long-term derivative liability	Other liabilities	$	1,176	$	1,550

The following table presents the effect of the derivative interest rate swaps in our consolidated statement of comprehensive loss for the three months ended September 30, 2021 and 2020.

	Gain (Loss) in AOCI June 30, 2021		Amount of Gain (Loss) Recognized in OCI on Derivative Instruments (Effective Portion)		Amount of (Gain) Loss Reclassified from AOCI into Net Loss (Effective Portion) (1)		Gain (Loss) in AOCI September 30, 2021
	(in thousands)
Derivative interest rate swap	$	(3,114)	$	(53)	$	469	$	(2,698)
	Gain (Loss) in AOCI June 30, 2020		Amount of Gain (Loss) Recognized in OCI on Derivative Instruments (Effective Portion)		Amount of (Gain) Loss Reclassified from AOCI into Net Loss (Effective Portion) (1)		Gain (Loss) in AOCI September 30, 2020
	(in thousands)
Derivative interest rate swap	$	(5,079)	$	(6)	$	452	$	(4,633)

——————

(1)    Recorded as interest income (expense) within other expense, net in our unaudited consolidated statements of comprehensive income (loss).

During the three months ended September 30, 2021, we concluded that no portion of the hedges was ineffective.

We expect to reclassify approximately $1.0 million of this unrealized loss from AOCI to earnings over the next twelve months.

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Postretirement and Other Employee Benefits

3 Months Ended

Sep. 30, 2021

Retirement Benefits [Abstract]

Postretirement and Other Employee Benefits

Postretirement and Other Employee Benefits

Defined Benefit Pension Plan

We sponsor defined benefit pension plans for our Swiss-based employees (the Swiss pension plans) that are governed by local regulatory requirements. The Swiss pension plans include certain minimum benefit guarantees that, under U.S. GAAP, require defined benefit plan accounting.

Net periodic pension costs for the Swiss pension plans included the following components:

	Three Months Ended September 30,
	2021		2020
	(in thousands)
Components of net periodic cost
Service cost	$	707	$	765
Interest cost	49		37
Prior service credit	(119)		(83)
Net actuarial loss	—		61
Expected return on plan assets	(359)		(285)
Net periodic cost	$	278	$	495

    The components of net periodic pension cost other than current service cost are presented within other expense, net in our unaudited consolidated statements of comprehensive income (loss).

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Subsequent Events	3 Months Ended
	Sep. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	Subsequent EventsIn October 2021 we acquired substantially all of the assets and assumed certain liabilities of Bora Payment Systems, LLC (Bora) for a purchase price of $15 million in cash. Through the Bora acquisition we acquired technology that will be used predominantly in our Paymode-X solution to facilitate straight through processing of payments made via virtual card. This provides a significant benefit to suppliers who process a high volume of business to business virtual card transactions. The operating results of Bora will be included as a component of our Payments Platform segment from the acquisition date forward. We anticipate that the substantial majority of the purchase price will be allocated to intangible assets including acquired technology, customer contracts and goodwill.

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Recent Accounting Pronouncements (Policies)

3 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Accounting Pronouncements to be Adopted

Accounting Pronouncements to be Adopted

    Interest Rate Reform: In March 2020, the Financial Accounting Standards Board (FASB) issued an accounting standard update to address financial reporting related to the transition from the London Interbank Offered Rate (LIBOR) to alternative reference rates. The standard provides optional expedients and exceptions to existing guidance for the accounting of contracts and hedging relationship modified as a result of reference rate reform. We may elect to apply the standard prospectively to contracts modified on or before December 31, 2022. We are currently evaluating the impact the adoption of this standard will have on our financial statements.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

    We have certain financial instruments which consist of cash and cash equivalents, cash held for customers, marketable securities, accounts receivable, contract assets, equity securities, accounts payable, customer account liabilities, certain derivative instruments, assets related to deposits made to fund future requirements associated with Israeli severance arrangements and debt drawn on our Credit Facility (as defined in Note 11). Fair value information for each of these instruments is as follows:

•    Cash and cash equivalents, cash held for customers, accounts receivable, contract assets, accounts payable and customer account liabilities fair values approximate their carrying values, due to the expected duration of these instruments.

•    Marketable securities classified as held to maturity, all of which mature within one year, are recorded at amortized cost, which at September 30, 2021 and June 30, 2021, approximated fair value.

•    Marketable debt securities classified as available for sale are recorded at fair value. Unrealized gains and losses are included as a component of accumulated other comprehensive income (loss) in stockholders’ equity, net of tax. We use the specific identification method to determine any realized gains or losses from the sale of our marketable debt securities classified as available for sale. We assess securities with an amortized cost basis in excess of estimated fair value for credit loss. As of September 30, 2021 and June 30, 2021, the unrealized losses associated with available for sale securities were not material. No credit loss has been recorded as we do not intend to sell the investments prior to recovering their amortized costs basis.

•    The fair value of our interest rate swaps are based on the present value of projected cash flows that will occur over the life of the instruments, after considering certain contractual terms and counterparty credit risk.

•     We hold certain other investments accounted for at fair value. The fair value of these investments was $2.0 million at September 30, 2021 and June 30, 2021, respectively. The estimated fair value for approximately $1.1 million of these investments, which are in a private equity fund, are Level 3 measurements as they rely on significant unobservable inputs and, depending on the specific nature of the investment, consider such factors as pricing models that consider a comparative analysis of acquisitions and pricing multiples from market participants as well as discounted cash flow analyses. We also have investments for which there is no readily determinable fair value. The carrying value of these investments was $12.0 million at September 30, 2021 and June 30, 2021, respectively, and are reported as a component of other assets. Investments for which we cannot readily determine fair value are recorded at cost, less impairment (if any), plus or minus adjustments for observable price changes.

•     We have borrowings of $130 million against our Credit Facility. The fair value of these borrowings, which are classified as Level 2, approximates their carrying value at September 30, 2021 as the instrument carries a variable rate of interest which reflects current market rates.

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Revenue Recognition (Tables)

3 Months Ended

Sep. 30, 2021

Revenue from Contract with Customer [Abstract]

Summary of Contract Assets and Liabilities

The table below presents our contract assets and deferred revenue balances as of September 30, 2021 and June 30, 2021.

	September 30,	June 30,
	2021	2021	$ Change
	(in thousands)
Contract assets	7,329	6,627	702
Deferred revenue	87,335	101,238	(13,903)

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Fair Value (Tables)

3 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis

At September 30, 2021 and June 30, 2021, our assets and liabilities measured at fair value on a recurring basis were as follows:

	September 30, 2021								June 30, 2021
	Fair Value Measurements Using Input Types								Fair Value Measurements Using Input Types
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
	(in thousands)
Assets
Money market funds (cash and cash equivalents)	$	2,362	$	—	$	—	$	2,362	$	340	$	—	$	—	$	340
Available for sale securities - Debt
Government - U.S. treasury securities	—		8,121		—		8,121		—		10,150		—		10,150
Total available for sale securities	$	—	$	8,121	$	—	$	8,121	$	—	$	10,150	$	—	$	10,150
Other investments (long-term)	—		983		1,051		2,034		—		966		1,014		1,980
Total assets	$	2,362	$	9,104	$	1,051	$	12,517	$	340	$	11,116	$	1,014	$	12,470
Liabilities
Interest rate swap (short-term)	$	—	$	1,522	$	—	$	1,522	$	—	$	1,564	$	—	$	1,564
Interest rate swap (long-term)	$	—	$	1,176	$	—	$	1,176	$	—	$	1,550	$	—	$	1,550
Total liabilities	$	—	$	2,698	$	—	$	2,698	$	—	$	3,114	$	—	$	3,114

Schedule of Marketable Securities by Major Security Type

The table below presents information regarding our marketable securities by major security type as of September 30, 2021 and June 30, 2021.

	September 30, 2021						June 30, 2021
	Held to Maturity		Available for Sale		Total		Held to Maturity		Available for Sale		Total
	(in thousands)
Marketable securities:
Government and other debt securities	$	64	$	8,121	$	8,185	$	66	$	10,150	$	10,216
Total marketable securities	$	64	$	8,121	$	8,185	$	66	$	10,150	$	10,216

Summary of Estimated Fair Value of Our Investments in Available for Sale Marketable Securities Classified

The following table summarizes the estimated fair value of our investments in available for sale marketable securities classified by the contractual maturity date of the securities:

	September 30, 2021
	(in thousands)
Due within 1 year	$	8,121
Due in 1 year through 5 years	—
Total	$	8,121

Summary of Gross Unrealized Losses and Fair Values of Available for Sale Investments

The following table presents the aggregate fair values and gross unrealized losses for those available for sale investments that were in an unrealized loss position as of September 30, 2021 and June 30, 2021, respectively, aggregated by investment category and the length of time that individual securities have been in a continuous loss position:

	At September 30, 2021				At June 30, 2021
	Less than 12 Months
	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
	(in thousands)
Government - U.S. treasury securities	$	5,110	$	(3)	$	5,930	$	(1)
Total	$	5,110	$	(3)	$	5,930	$	(1)

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Net (Loss) Income Per Share (Tables)

3 Months Ended

Sep. 30, 2021

Earnings Per Share [Abstract]

Schedule of Computation of Basic and Diluted Net Loss Per Share

The following table sets forth the computation of basic and diluted net loss per share:

	Three Months Ended September 30,
	2021		2020
	(in thousands, except per share amounts)
Numerator - basic and diluted:
Net (loss) income	$	(4,907)	$	391
Denominator:
Shares used in computing basic (loss) income per share attributable to common stockholders	43,273		42,457
Impact of dilutive securities	—		314
Shares used in computing diluted net (loss) income per share attributable to common stockholders	43,273		42,771
Basic and diluted net (loss) income per share attributable to common stockholders	$	(0.11)	$	0.01

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Operations by Segments and Geographic Areas (Tables)

3 Months Ended

Sep. 30, 2021

Segment Reporting [Abstract]

Schedule of Segment Reporting Information

Segment information for the three months ended September 30, 2021 and 2020 according to the segment descriptions above, is as follows:

	Three Months Ended September 30,
	2021		2020
	(in thousands)
Segment revenue:
Payment Platforms	$	33,807	$	25,367
Banking Solutions	47,681		45,229
Legal Spend Management	22,063		20,550
Traditional Solutions	16,192		17,396
Other	3,862		3,823
Total segment revenue	$	123,605	$	112,365
Segment measure of profit (loss):
Payment Platforms	$	5,824	$	5,755
Banking Solutions	3,753		7,212
Legal Spend Management	5,208		4,586
Traditional Solutions	3,114		4,100
Other	(3,976)		(3,107)
Total measure of segment profit	$	13,923	$	18,546

Reconciliation of Measure of Total Segment Profit to GAAP Income (Loss) Before Income Taxes

A reconciliation of the total measure of segment profit to our GAAP (loss) income before income taxes is as follows:

	Three Months Ended September 30,
	2021		2020
	(in thousands)
Total measure of segment profit	$	13,923	$	18,546
Less:
Amortization of acquisition-related intangible assets	(5,071)		(5,029)
Stock-based compensation plan expense	(13,912)		(9,973)
Acquisition and integration-related expenses	(201)		(245)
Restructuring expense	(386)		(70)
Other non-core expense	(110)		(48)
Shareholder engagement fees	(947)		—
Other expense, net of pension adjustments	(1,008)		(1,026)
(Loss) income before income taxes	$	(7,712)	$	2,155

Schedule of Segment Depreciation and Amortization Expense Included in Measure of Segment Profit

The following depreciation and other amortization expense amounts are included in the measure of segment profit:

	Three Months Ended September 30,
	2021		2020
	(in thousands)
Depreciation and other amortization expense:
Payment Platforms	$	2,831	$	2,387
Banking Solutions	3,935		3,164
Legal Spend Management	1,681		1,602
Traditional Solutions	362		270
Other	386		276
Total depreciation and other amortization expense	$	9,195	$	7,699

Summary of Revenue Disaggregated by Major Product Category and the Related Financial Statement Classification of Revenue

The tables below present our subscriptions revenue and total revenue disaggregated by major product classification for the three months ended September 30, 2021 and 2020.

	Three Months Ended September 30, 2021
	Subscription		Software		Professional Services, Maintenance and Other		Total
	(in thousands)
Payment Platforms	$	33,504	$	—	$	303	$	33,807
Banking Solutions	40,935		77		6,669		47,681
Legal Spend Management	22,060		—		3		22,063
Traditional Solutions	6,026		439		9,727		16,192
Other	971		411		2,480		3,862
Total revenues	$	103,496	$	927	$	19,182	$	123,605

	Three Months Ended September 30, 2020
	Subscription		Software		Professional Services, Maintenance and Other		Total
	(in thousands)
Payment Platforms	$	25,280	$	—	$	87	$	25,367
Banking Solutions	37,953		104		7,172		45,229
Legal Spend Management	20,550		—		—		20,550
Traditional Solutions	5,681		748		10,967		17,396
Other	920		125		2,778		3,823
Total revenues	$	90,384	$	977	$	21,004	$	112,365

Schedule of Revenue Based on Point of Sale

We have presented geographic information about our revenues below. This presentation allocates revenue based on the point of sale, not the location of the customer. Accordingly, we derive revenues from geographic locations based on the location of the customer that would vary from the geographic areas listed here.

	Three Months Ended September 30,
	2021		2020
	(in thousands)
Revenues from unaffiliated customers:
United States	$	74,994	$	68,981
United Kingdom	30,630		27,694
Switzerland	12,395		10,867
Other	5,586		4,823
Total revenues from unaffiliated customers	$	123,605	$	112,365

Schedule of Long-Lived Assets, Based on Geographical Location, Excluding Deferred Tax Assets and Intangible Assets

Long-lived assets based on geographical location, excluding deferred tax assets and intangible assets, were as follows:

	At September 30,		At June 30,
	2021		2021
	(in thousands)
Long-lived assets:
United States	$	80,913	$	82,816
United Kingdom	42,756		44,455
Other	19,905		17,453
Total long-lived assets	$	143,574	$	144,724

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Goodwill and Other Intangible Assets (Tables)

3 Months Ended

Sep. 30, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets Subject to Amortization and for Intangible Assets Not Subject to Amortization

The following tables set forth the information for intangible assets subject to amortization and for intangible assets not subject to amortization.

	As of September 30, 2021
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Value		Weighted Average Remaining Life
	(in thousands)						(in years)
Amortized intangible assets:
Customer related	$	232,435	$	(176,930)	$	55,505	7.0
Core technology	154,682		(108,336)		46,346		7.3
Other intangible assets	23,241		(21,025)		2,216		4.5
Capitalized software development costs	29,760		(20,133)		9,627		2.7
Software (1)	111,651		(61,587)		50,064		3.7
Total	$	551,769	$	(388,011)	$	163,758
Unamortized intangible assets:
Goodwill					242,863
Total intangible assets					$	406,621

	As of June 30, 2021
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Value		Weighted Average Remaining Life
	(in thousands)						(in years)
Amortized intangible assets:
Customer related	$	235,366	$	(175,841)	$	59,525	7.2
Core technology	154,254		(107,008)		47,246		7.5
Other intangible assets	23,504		(20,984)		2,520		4.8
Capitalized software development costs	29,217		(18,843)		10,374		2.6
Software (1)	101,898		(58,872)		43,026		4.0
Total	$	544,239	$	(381,548)	$	162,691
Unamortized intangible assets:
Goodwill					246,698
Total intangible assets					$	409,389

——————

(1)Software includes purchased software and software developed for internal use.

Schedule of Estimated Amortization Expense

Estimated amortization expense for the remainder of fiscal year 2022 and subsequent fiscal years for acquired intangible assets, capitalized software development costs and software, in each case that have been placed in service as of September 30, 2021, is as follows:

	Acquired Intangible Assets		Capitalized Software Development Costs		Software
	(in thousands)
Remaining 2022	$	14,907	$	3,912	$	12,106
2023	18,821		2,371		11,505
2024	16,976		1,616		9,397
2025	14,510		943		6,168
2026	13,566		360		2,917
2027 and thereafter	25,287		8		601

Schedule of Roll Forward of Goodwill Balances, by Reportable Segment

The following table represents a roll forward of our goodwill balances, by reportable segment:

	Payment Platforms		Banking Solutions		Legal Spend Management		Traditional Solutions		Other (1)		Total
	(in thousands)
Balance at June 30, 2021	$	151,765	$	40,534	$	—	$	46,205	$	8,194	$	246,698
Goodwill reclassified as a result of segment reorganization	(88,767)		61,310		27,457						—
Measurement period adjustment	(868)		—		—		—		—		(868)
Goodwill acquired during the period	—		—		—		—		—		—
Impact of foreign currency translation	(1,514)				—		(1,453)		—		(2,967)
Balance at September 30, 2021	$	60,616	$	101,844	$	27,457	$	44,752	$	8,194	$	242,863

——————

(1)Other goodwill balance is net of $7.5 million accumulated impairment losses, previously recorded.

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Commitments and Contingencies (Tables)

3 Months Ended

Sep. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

Schedule of Lease Expenses and Supplemental Cash Flow Information

Additional information of our lease activity, as of and for the three months ended September 30, 2021 is as follows:

	Three Months Ended September 30,
Operating leases:	2021
	(in thousands)
Operating lease cost	$	1,844
Short-term lease cost	98
Variable lease cost	505
Sublease income	(63)
Total lease cost	$	2,384

	September 30, 2021
	(in thousands)
Right-of-use assets, net	$	28,732
Operating lease liabilities, current (1)	6,247
Operating lease liabilities, non-current	27,996
Total operating lease liabilities	$	34,243

——————

(1)    Included as a component of accrued expenses and other current liabilities.

	Three Months Ended September 30,
	2021
	(in thousands)
Cash paid for amounts included in the measurement of lease liabilities	$	1,942
Right-of-use assets obtained in exchange for lease obligations	$	3,065

Schedule of Operating Lease Maturities

Remaining maturities of lease liabilities at September 30, 2021 were as follows:

For the year ending June 30,	Operating Leases
	(in thousands)
2022	$	6,203
2023	6,903
2024	4,440
2025	4,029
2026	4,057
Thereafter	19,261
Total lease payments	44,893
Less imputed interest	(10,650)
Total lease liabilities	$	34,243

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Derivative Instruments (Tables)

3 Months Ended

Sep. 30, 2021

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Summary of Fair Values of the Interest Rate Swap

The fair values of the interest rate swaps and their respective locations in our consolidated balance sheets at September 30, 2021 and June 30, 2021 were as follows:

Description	Balance Sheet Location	September 30, 2021		June 30, 2021
Derivative interest rate swaps		(in thousands)
Short-term derivative liability	Accrued expenses and other current liabilities	$	1,522	$	1,564
Long-term derivative liability	Other liabilities	$	1,176	$	1,550

Summary of Effect of Derivative Interest Rate Swap and Related Tax Effects in AOCI

The following table presents the effect of the derivative interest rate swaps in our consolidated statement of comprehensive loss for the three months ended September 30, 2021 and 2020.

	Gain (Loss) in AOCI June 30, 2021		Amount of Gain (Loss) Recognized in OCI on Derivative Instruments (Effective Portion)		Amount of (Gain) Loss Reclassified from AOCI into Net Loss (Effective Portion) (1)		Gain (Loss) in AOCI September 30, 2021
	(in thousands)
Derivative interest rate swap	$	(3,114)	$	(53)	$	469	$	(2,698)
	Gain (Loss) in AOCI June 30, 2020		Amount of Gain (Loss) Recognized in OCI on Derivative Instruments (Effective Portion)		Amount of (Gain) Loss Reclassified from AOCI into Net Loss (Effective Portion) (1)		Gain (Loss) in AOCI September 30, 2020
	(in thousands)
Derivative interest rate swap	$	(5,079)	$	(6)	$	452	$	(4,633)

——————

(1)    Recorded as interest income (expense) within other expense, net in our unaudited consolidated statements of comprehensive income (loss).

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Postretirement and Other Employee Benefits (Tables)

3 Months Ended

Sep. 30, 2021

Retirement Benefits [Abstract]

Summary of Components of Net Periodic Pension Costs for the Swiss Pension Plan

Net periodic pension costs for the Swiss pension plans included the following components:

	Three Months Ended September 30,
	2021		2020
	(in thousands)
Components of net periodic cost
Service cost	$	707	$	765
Interest cost	49		37
Prior service credit	(119)		(83)
Net actuarial loss	—		61
Expected return on plan assets	(359)		(285)
Net periodic cost	$	278	$	495

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Revenue Recognition - Remaining Performance Obligation (Details) $ in Millions	Sep. 30, 2021 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, amount	$ 461.0
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-10-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, amount	$ 194.2
Revenue, remaining performance obligation, expected timing of satisfaction, period	12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01 | Minimum
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, expected timing of satisfaction, period	2 years
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01 | Maximum
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, expected timing of satisfaction, period	5 years

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Revenue Recognition - Summary of Contract Assets and Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2021	Jun. 30, 2021
Revenue from Contract with Customer [Abstract]
Contract assets	$ 7,329	$ 6,627
Change in contract assets	702
Deferred revenue	87,335	$ 101,238
Change in deferred revenue	$ (13,903)

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Revenue Recognition - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Revenue from Contract with Customer [Abstract]
Deferred revenue	$ 46.6	$ 40.3

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Fair Value - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Jun. 30, 2021
Assets
Total available for sale securities	$ 8,121	$ 10,150
Fair Value, Recurring
Assets
Money market funds (cash and cash equivalents)	2,362	340
Total available for sale securities	8,121	10,150
Other investments (long-term)	2,034	1,980
Total assets	12,517	12,470
Liabilities
Total liabilities	2,698	3,114
Fair Value, Recurring | Government - U.S. treasury securities
Assets
Total available for sale securities	8,121	10,150
Fair Value, Recurring | Interest Rate Swap
Liabilities
Interest rate swap (short-term)	1,522	1,564
Interest rate swap (long-term)	1,176	1,550
Fair Value, Recurring | Level 1
Assets
Money market funds (cash and cash equivalents)	2,362	340
Total available for sale securities	0	0
Other investments (long-term)	0	0
Total assets	2,362	340
Liabilities
Total liabilities	0	0
Fair Value, Recurring | Level 1 | Government - U.S. treasury securities
Assets
Total available for sale securities	0	0
Fair Value, Recurring | Level 1 | Interest Rate Swap
Liabilities
Interest rate swap (short-term)	0	0
Interest rate swap (long-term)	0	0
Fair Value, Recurring | Level 2
Assets
Money market funds (cash and cash equivalents)	0	0
Total available for sale securities	8,121	10,150
Other investments (long-term)	983	966
Total assets	9,104	11,116
Liabilities
Total liabilities	2,698	3,114
Fair Value, Recurring | Level 2 | Government - U.S. treasury securities
Assets
Total available for sale securities	8,121	10,150
Fair Value, Recurring | Level 2 | Interest Rate Swap
Liabilities
Interest rate swap (short-term)	1,522	1,564
Interest rate swap (long-term)	1,176	1,550
Fair Value, Recurring | Level 3
Assets
Money market funds (cash and cash equivalents)	0	0
Total available for sale securities	0	0
Other investments (long-term)	1,051	1,014
Total assets	1,051	1,014
Liabilities
Total liabilities	0	0
Fair Value, Recurring | Level 3 | Government - U.S. treasury securities
Assets
Total available for sale securities	0	0
Fair Value, Recurring | Level 3 | Interest Rate Swap
Liabilities
Interest rate swap (short-term)	0	0
Interest rate swap (long-term)	$ 0	$ 0

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Fair Value - Narrative (Details) - USD ($) $ in Thousands, shares in Millions	Sep. 30, 2021	Jun. 30, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other investments at fair value	$ 2,000	$ 2,000
Other investments at fair value, number of shares (in shares)	1.1
Investments with no readily determinable fair value	$ 12,000	12,000
Borrowings under credit facility	130,000	$ 130,000
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Borrowings under credit facility	$ 130,000

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Fair Value - Marketable Securities by Major Security Type (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Jun. 30, 2021
Marketable Securities [Line Items]
Held to Maturity	$ 64	$ 66
Available for Sale	8,121	10,150
Total	8,185	10,216
Government and other debt securities
Marketable Securities [Line Items]
Held to Maturity	64	66
Available for Sale	8,121	10,150
Total	$ 8,185	$ 10,216

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Fair Value - Estimated Fair Value of Our Investments in Available for Sale Marketable Securities Classified (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Jun. 30, 2021
Fair Value Disclosures [Abstract]
Due within 1 year	$ 8,121
Due in 1 year through 5 years	0
Total	$ 8,121	$ 10,150

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Fair Value - Summary of Gross Unrealized Losses and Fair Values of Available for Sale Investments (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Jun. 30, 2021
Schedule Of Available For Sale Securities Debt Maturities [Line Items]
Less than 12 months, fair value	$ 5,110	$ 5,930
Less than 12 months, unrealized loss	(3)	(1)
Government - U.S. treasury securities
Schedule Of Available For Sale Securities Debt Maturities [Line Items]
Less than 12 months, fair value	5,110	5,930
Less than 12 months, unrealized loss	$ (3)	$ (1)

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Business and Asset Acquisitions (Details) $ in Thousands, SFr in Millions	1 Months Ended
	Jan. 31, 2021 USD ($) shares	Jul. 31, 2020 USD ($) shares	Jul. 31, 2020 CHF (SFr) shares	Sep. 30, 2021 USD ($)	Jun. 30, 2021 USD ($)
Business Acquisition [Line Items]
Goodwill				$ 242,863	$ 246,698
Fmr Systems Inc
Business Acquisition [Line Items]
Goodwill		$ 1,000
Estimated useful life of intangible assets acquired		9 years	9 years
Cash paid for asset acquisition		$ 2,000
Contingent future cash payments		300
Intangible assets acquired		1,700
Treasury Xpress
Business Acquisition [Line Items]
Total purchase price	$ 31,900
Number of shares valued (in shares) | shares	66,403
Stock vesting period	5 years
Goodwill				$ 20,300
Identifiable intangible assets	$ 17,300
Estimated useful life of intangible assets acquired	10 years
Acquisition related costs	$ 1,700
AnaSys AG
Business Acquisition [Line Items]
Total purchase price		$ 13,900
Number of shares valued (in shares) | shares		28,000	28,000
Stock vesting period		5 years	5 years
Goodwill		$ 10,700
Identifiable intangible assets		$ 6,300
Estimated useful life of intangible assets acquired		13 years	13 years
Acquisition related costs		$ 300
Payments to acquire business		$ 5,700	SFr 5.2
Number of shares issued (in shares) | shares		166,393	166,393
Closing transactions cost		$ 8,200
Postretirement liability		$ 2,800

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Net (Loss) Income Per Share - Schedule of Computation of Basic and Diluted Net Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Numerator - basic and diluted:
Net (loss) income	$ (4,907)	$ 391
Denominator:
Shares used in computing basic (loss) income per share attributable to common stockholders (in shares)	43,273	42,457
Impact of dilutive securities (in shares)	0	314
Shares used in computing diluted (loss) income per share attributable to common stockholders (in shares)	43,273	42,771
Basic net (loss) income per share attributable to common stockholders (in dollars per share)	$ (0.11)	$ 0.01
Diluted net (loss) income per share attributable to common stockholders (in dollars per share)	$ (0.11)	$ 0.01

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Net (Loss) Income Per Share - Narrative (Details) shares in Millions	3 Months Ended
	Sep. 30, 2021 shares
Restricted Stock And Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from calculation of diluted earnings per share (in shares)	2.6

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Operations by Segments and Geographic Areas - Narrative (Details)	3 Months Ended
	Sep. 30, 2021 segment
Disaggregation of Revenue [Line Items]
Number of reportable segments	5
Subscriptions | Revenue from Contract with Customer, Product and Service Benchmark | Product Concentration Risk
Disaggregation of Revenue [Line Items]
Concentration risk	84.00%

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Operations by Segments and Geographic Areas - Schedule of Segment Reporting Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Segment revenue:
Total revenues	$ 123,605	$ 112,365
Segment measure of profit (loss):
Total measure of segment profit	(6,815)	2,935
Operating Segments
Segment measure of profit (loss):
Total measure of segment profit	13,923	18,546
Payment Platforms
Segment revenue:
Total revenues	33,807	25,367
Payment Platforms | Operating Segments
Segment revenue:
Total revenues	33,807	25,367
Segment measure of profit (loss):
Total measure of segment profit	5,824	5,755
Banking Solutions
Segment revenue:
Total revenues	47,681	45,229
Banking Solutions | Operating Segments
Segment revenue:
Total revenues	47,681	45,229
Segment measure of profit (loss):
Total measure of segment profit	3,753	7,212
Legal Spend Management
Segment revenue:
Total revenues	22,063	20,550
Legal Spend Management | Operating Segments
Segment revenue:
Total revenues	22,063	20,550
Segment measure of profit (loss):
Total measure of segment profit	5,208	4,586
Traditional Solutions
Segment revenue:
Total revenues	16,192	17,396
Traditional Solutions | Operating Segments
Segment revenue:
Total revenues	16,192	17,396
Segment measure of profit (loss):
Total measure of segment profit	3,114	4,100
Other
Segment revenue:
Total revenues	3,862	3,823
Other | Operating Segments
Segment measure of profit (loss):
Total measure of segment profit	$ (3,976)	$ (3,107)

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Operations by Segments and Geographic Areas - Reconciliation of Measure of Total Segment Profit to GAAP Income (Loss) Before Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Total measure of segment profit	$ (6,815)	$ 2,935
Less:
Amortization of acquisition-related intangible assets	(5,071)	(5,029)
Stock-based compensation plan expense	(13,912)	(9,973)
Other expense, net of pension adjustments	(897)	(780)
(Loss) income before income taxes	(7,712)	2,155
Operating Segments
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Total measure of segment profit	13,923	18,546
Segment Reconciling Items
Less:
Amortization of acquisition-related intangible assets	(5,071)	(5,029)
Stock-based compensation plan expense	(13,912)	(9,973)
Acquisition and integration-related expenses	(201)	(245)
Restructuring expense	(386)	(70)
Other non-core expense	(110)	(48)
Shareholder engagement fees	(947)	0
Other expense, net of pension adjustments	$ (1,008)	$ (1,026)

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Operations by Segments and Geographic Areas - Schedule of Segment Depreciation and Amortization Expense Included in Measure of Segment Profit (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Depreciation and other amortization expense:
Depreciation and other amortization expense	$ 9,195	$ 7,699
Payment Platforms
Depreciation and other amortization expense:
Depreciation and other amortization expense	2,831	2,387
Banking Solutions
Depreciation and other amortization expense:
Depreciation and other amortization expense	3,935	3,164
Legal Spend Management
Depreciation and other amortization expense:
Depreciation and other amortization expense	1,681	1,602
Traditional Solutions
Depreciation and other amortization expense:
Depreciation and other amortization expense	362	270
Other
Depreciation and other amortization expense:
Depreciation and other amortization expense	$ 386	$ 276

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Operations by Segments and Geographic Areas - Schedule of Disaggregated Revenue by Major Product Classification (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Disaggregation of Revenue [Line Items]
Total revenues	$ 123,605	$ 112,365
Subscriptions
Disaggregation of Revenue [Line Items]
Total revenues	103,496	90,384
Software
Disaggregation of Revenue [Line Items]
Total revenues	927	977
Professional Services, Maintenance and Other
Disaggregation of Revenue [Line Items]
Total revenues	19,182	21,004
Payment Platforms
Disaggregation of Revenue [Line Items]
Total revenues	33,807	25,367
Payment Platforms | Operating Segments
Disaggregation of Revenue [Line Items]
Total revenues	33,807	25,367
Payment Platforms | Subscriptions | Operating Segments
Disaggregation of Revenue [Line Items]
Total revenues	33,504	25,280
Payment Platforms | Software | Operating Segments
Disaggregation of Revenue [Line Items]
Total revenues	0	0
Payment Platforms | Professional Services, Maintenance and Other | Operating Segments
Disaggregation of Revenue [Line Items]
Total revenues	303	87
Banking Solutions
Disaggregation of Revenue [Line Items]
Total revenues	47,681	45,229
Banking Solutions | Operating Segments
Disaggregation of Revenue [Line Items]
Total revenues	47,681	45,229
Banking Solutions | Subscriptions | Operating Segments
Disaggregation of Revenue [Line Items]
Total revenues	40,935	37,953
Banking Solutions | Software | Operating Segments
Disaggregation of Revenue [Line Items]
Total revenues	77	104
Banking Solutions | Professional Services, Maintenance and Other | Operating Segments
Disaggregation of Revenue [Line Items]
Total revenues	6,669	7,172
Legal Spend Management
Disaggregation of Revenue [Line Items]
Total revenues	22,063	20,550
Legal Spend Management | Operating Segments
Disaggregation of Revenue [Line Items]
Total revenues	22,063	20,550
Legal Spend Management | Subscriptions | Operating Segments
Disaggregation of Revenue [Line Items]
Total revenues	22,060	20,550
Legal Spend Management | Software | Operating Segments
Disaggregation of Revenue [Line Items]
Total revenues	0	0
Legal Spend Management | Professional Services, Maintenance and Other | Operating Segments
Disaggregation of Revenue [Line Items]
Total revenues	3	0
Traditional Solutions
Disaggregation of Revenue [Line Items]
Total revenues	16,192	17,396
Traditional Solutions | Operating Segments
Disaggregation of Revenue [Line Items]
Total revenues	16,192	17,396
Traditional Solutions | Subscriptions | Operating Segments
Disaggregation of Revenue [Line Items]
Total revenues	6,026	5,681
Traditional Solutions | Software | Operating Segments
Disaggregation of Revenue [Line Items]
Total revenues	439	748
Traditional Solutions | Professional Services, Maintenance and Other | Operating Segments
Disaggregation of Revenue [Line Items]
Total revenues	9,727	10,967
Other
Disaggregation of Revenue [Line Items]
Total revenues	3,862	3,823
Other | Other
Disaggregation of Revenue [Line Items]
Total revenues	3,862	3,823
Other | Subscriptions | Other
Disaggregation of Revenue [Line Items]
Total revenues	971	920
Other | Software | Other
Disaggregation of Revenue [Line Items]
Total revenues	411	125
Other | Professional Services, Maintenance and Other | Other
Disaggregation of Revenue [Line Items]
Total revenues	$ 2,480	$ 2,778

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Operations by Segments and Geographic Areas - Schedule of Revenue Based on Point of Sale (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenues	$ 123,605	$ 112,365
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenues	74,994	68,981
United Kingdom
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenues	30,630	27,694
Switzerland
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenues	12,395	10,867
Other
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenues	$ 5,586	$ 4,823

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Operations by Segments and Geographic Areas - Schedule of Long-Lived Assets, Based on Geographical Location, Excluding Deferred Tax Assets and Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Jun. 30, 2021
Long-lived assets:
Long-lived assets	$ 143,574	$ 144,724
United States
Long-lived assets:
Long-lived assets	80,913	82,816
United Kingdom
Long-lived assets:
Long-lived assets	42,756	44,455
Other
Long-lived assets:
Long-lived assets	$ 19,905	$ 17,453

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Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Jun. 30, 2020
Income Tax Disclosure [Abstract]
Income tax benefit (provision)	$ 2,805	$ (1,764)
Discrete tax expense for change in income tax rate		$ 700
Federal corporate income tax rate		19.00%	17.00%
Anticipated decrease in unrecognized tax benefits	900
Valuation allowance against certain deferred tax assets	$ 42,200

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Goodwill and Other Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Jun. 30, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	$ 242,863	$ 246,698

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Goodwill and Other Intangible Assets - Schedule of Intangible Assets Subject to Amortization and for Intangible Assets Not Subject to Amortization (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Sep. 30, 2021	Jun. 30, 2020	Jun. 30, 2021
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 551,769		$ 544,239
Accumulated Amortization	(388,011)		(381,548)
Net Carrying Value	163,758		162,691
Goodwill	242,863		246,698
Total intangible assets	406,621		409,389
Customer related
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	232,435		235,366
Accumulated Amortization	(176,930)		(175,841)
Net Carrying Value	$ 55,505		59,525
Weighted Average Remaining Life	7 years	7 years 2 months 12 days
Core technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 154,682		154,254
Accumulated Amortization	(108,336)		(107,008)
Net Carrying Value	$ 46,346		47,246
Weighted Average Remaining Life	7 years 3 months 18 days	7 years 6 months
Other intangible assets
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 23,241		23,504
Accumulated Amortization	(21,025)		(20,984)
Net Carrying Value	$ 2,216		2,520
Weighted Average Remaining Life	4 years 6 months	4 years 9 months 18 days
Capitalized software development costs
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 29,760		29,217
Accumulated Amortization	(20,133)		(18,843)
Net Carrying Value	$ 9,627		10,374
Weighted Average Remaining Life	2 years 8 months 12 days	2 years 7 months 6 days
Software
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 111,651		101,898
Accumulated Amortization	(61,587)		(58,872)
Net Carrying Value	$ 50,064		$ 43,026
Weighted Average Remaining Life	3 years 8 months 12 days	4 years

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Goodwill and Other Intangible Assets - Schedule of Estimated Amortization Expense (Details) $ in Thousands	Sep. 30, 2021 USD ($)
Acquired Intangible Assets
Finite-Lived Intangible Assets [Line Items]
Remaining 2022	$ 14,907
2023	18,821
2024	16,976
2025	14,510
2026	13,566
2027 and thereafter	25,287
Capitalized Software Development Costs
Finite-Lived Intangible Assets [Line Items]
Remaining 2022	3,912
2023	2,371
2024	1,616
2025	943
2026	360
2027 and thereafter	8
Software
Finite-Lived Intangible Assets [Line Items]
Remaining 2022	12,106
2023	11,505
2024	9,397
2025	6,168
2026	2,917
2027 and thereafter	$ 601

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Goodwill and Other Intangible Assets - Schedule of Rollforward of Goodwill Balances, by Reportable Segment (Details) $ in Thousands	3 Months Ended
	Sep. 30, 2021 USD ($)
Goodwill [Roll Forward]
Beginning balance	$ 246,698
Goodwill reclassified as a result of segment reorganization	0
Measurement period adjustment	(868)
Goodwill acquired during the period	0
Impact of foreign currency translation	(2,967)
Ending balance	242,863
Payment Platforms
Goodwill [Roll Forward]
Beginning balance	151,765
Goodwill reclassified as a result of segment reorganization	(88,767)
Measurement period adjustment	(868)
Goodwill acquired during the period	0
Impact of foreign currency translation	(1,514)
Ending balance	60,616
Banking Solutions
Goodwill [Roll Forward]
Beginning balance	40,534
Goodwill reclassified as a result of segment reorganization	61,310
Measurement period adjustment	0
Goodwill acquired during the period	0
Impact of foreign currency translation
Ending balance	101,844
Legal Spend Management
Goodwill [Roll Forward]
Beginning balance	0
Goodwill reclassified as a result of segment reorganization	27,457
Measurement period adjustment	0
Goodwill acquired during the period	0
Impact of foreign currency translation	0
Ending balance	27,457
Traditional Solutions
Goodwill [Roll Forward]
Beginning balance	46,205
Goodwill reclassified as a result of segment reorganization
Measurement period adjustment	0
Goodwill acquired during the period	0
Impact of foreign currency translation	(1,453)
Ending balance	44,752
Other
Goodwill [Roll Forward]
Beginning balance	8,194
Goodwill reclassified as a result of segment reorganization
Measurement period adjustment	0
Goodwill acquired during the period	0
Impact of foreign currency translation	0
Ending balance	8,194
Goodwill accumulated impairment loss	$ 7,500

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Commitments and Contingencies - Narrative (Details) $ in Millions	Sep. 30, 2021 USD ($)
Lessee, Lease, Description [Line Items]
Weighted average discount rate	6.00%
Weighted average remaining lease term	8 years 4 months 24 days
Additional operating leases, not yet commenced	$ 3.4
Minimum
Lessee, Lease, Description [Line Items]
Operating lease renewal term	3 months
Operating lease term	12 months
Maximum
Lessee, Lease, Description [Line Items]
Operating lease renewal term	10 years
Operating lease term	13 years

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Commitments and Contingencies - Lease Expense (Details) $ in Thousands	3 Months Ended
	Sep. 30, 2021 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Operating lease cost	$ 1,844
Short-term lease cost	98
Variable lease cost	505
Sublease income	(63)
Total lease cost	$ 2,384

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Commitments and Contingencies - Supplemental Balance Sheet (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Jun. 30, 2021
Operating leases
Right-of-use assets, net	$ 28,732	$ 27,570
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Accrued expenses and other current liabilities
Operating lease liabilities, current	$ 6,247
Operating lease liabilities, non-current	27,996	$ 26,629
Total operating lease liabilities	$ 34,243

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Commitments and Contingencies - Supplemental Cash Flows (Details) $ in Thousands	3 Months Ended
	Sep. 30, 2021 USD ($)
Cash paid for amounts included in the measurement of lease liabilities
Cash paid for amounts included in the measurement of lease liabilities	$ 1,942
Right-of-use assets obtained in exchange for lease obligations
Right-of-use assets obtained in exchange for lease obligations	$ 3,065

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Commitments and Contingencies - Maturity Schedule (Details) $ in Thousands	Sep. 30, 2021 USD ($)
Operating Leases
2022	$ 6,203
2023	6,903
2024	4,440
2025	4,029
2026	4,057
Thereafter	19,261
Total lease payments	44,893
Less imputed interest	(10,650)
Total lease liabilities	$ 34,243

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Indebtedness (Details) $ in Thousands	3 Months Ended
	Sep. 30, 2021 USD ($)	Jun. 30, 2021 USD ($)
Debt Instrument [Line Items]
Borrowings under credit facility	$ 130,000	$ 130,000
Revolving Credit Facility
Debt Instrument [Line Items]
Maximum capacity borrowing amount under credit facility	300,000
Borrowings under credit facility	$ 130,000
Percentage of shares of capital stock pledged as guarantee	65.00%
Revolving Credit Facility | Maximum
Debt Instrument [Line Items]
Additional borrowing capacity	$ 150,000
Consolidated net leverage ratio	3.50
Revolving Credit Facility | Maximum | Letter of Credit
Debt Instrument [Line Items]
Availability under credit facility	$ 20,000
Revolving Credit Facility | Maximum | Swing Line Loans
Debt Instrument [Line Items]
Availability under credit facility	$ 20,000
Revolving Credit Facility | Minimum
Debt Instrument [Line Items]
Consolidated interest coverage ratio	3.00

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Derivative Instruments - Additional Information (Details) $ in Millions	Sep. 30, 2021 USD ($) agreement
Derivatives, Fair Value [Line Items]
Number of interest rate swap agreements | agreement	2
Reclassification of unrealized loss from accumulated other comprehensive income to earnings	$ 1.0
Interest Rate Swap, Effective December 1, 2017
Derivatives, Fair Value [Line Items]
Notional debt value	$ 100.0
Fixed interest rate	1.9275%
Interest Rate Swap, Effective December 1, 2021
Derivatives, Fair Value [Line Items]
Notional debt value	$ 80.0
Fixed interest rate	2.125%

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Derivative Instruments - Summary of Fair Values of the Interest Rate Swap (Details) - Interest Rate Swap - USD ($) $ in Thousands	Sep. 30, 2021	Jun. 30, 2021
Accrued expenses and other current liabilities
Derivatives, Fair Value [Line Items]
Short-term derivative liability	$ 1,522	$ 1,564
Other liabilities
Derivatives, Fair Value [Line Items]
Long-term derivative liability	$ 1,176	$ 1,550

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Derivative Instruments - Summary of Effect of Derivative Interest Rate Swap and Related Tax Effects in AOCI (Details) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Derivative Instruments Effect On Comprehensive Income Loss [Roll Forward]
Amount of Gain (Loss) Recognized in OCI on Derivative Instruments (Effective Portion)	$ (53)	$ (6)
Amount of (Gain) Loss Reclassified from AOCI into Net Loss (Effective Portion)	469	452
Interest Rate Swap
Derivative Instruments Effect On Comprehensive Income Loss [Roll Forward]
Derivative instrument, beginning balance	(3,114)	(5,079)
Derivative instrument, ending balance	$ (2,698)	$ (4,633)

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Postretirement and Other Employee Benefits - Components of Net Periodic Pension Costs for the Swiss Pension Plan (Details) - Foreign Plan - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Components of net periodic cost
Service cost	$ 707	$ 765
Interest cost	49	37
Prior service credit	(119)	(83)
Net actuarial loss	0	61
Expected return on plan assets	(359)	(285)
Net periodic cost	$ 278	$ 495

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Subsequent Events (Details) $ in Millions	1 Months Ended
	Oct. 31, 2021 USD ($)
Bora Payment Systems, LLC | Subsequent Event
Business Acquisition [Line Items]
Total purchase price	$ 15

XML

Label	Element	Value
Accounting Standards Update [Extensible List]	us-gaap_AccountingStandardsUpdateExtensibleList	us-gaap:AccountingStandardsUpdate201613Member